EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors of AllianceBernstein Variable Products Series
Fund, Inc.

In planning and performing our audit of the financial statements of
AllianceBernstein Variable Products Series Fund, Inc. (comprising,
the AllianceBernstein Americas Government Income, AllianceBernstein
Balanced Wealth Strategy, AllianceBernstein Global Bond,
AllianceBernstein Global Dollar Government, AllianceBernstein
Growth, AllianceBernstein Growth and Income, AllianceBernstein
High Yield, AllianceBernstein International, AllianceBernstein
International Value, AllianceBernstein Money Market,
AllianceBernstein Premier Growth, AllianceBernstein
Real Estate Investment, AllianceBernstein Small Cap Growth,
AllianceBernstein Small Cap Value, AllianceBernstein Technology,
AllianceBernstein Total Return, AllianceBernstein U.S. Government/High
Grade Securities, AllianceBernstein U.S. Large Cap Blended Style,
AllianceBernstein Utility Income, AllianceBernstein Value,
AllianceBernstein Wealth Appreciation Strategy and AllianceBernstein
Worldwide Privatization Portfolios) for the year ended December 31,
2004, we considered its internal control, including control activities
for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, not to
provide assurance on internal control.

The management of AllianceBernstein Variable Products Series Fund, Inc.
is responsible for establishing and maintaining internal control.
In fulfilling this responsibility, estimates and judgments by management
are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain
to the entity's objective of preparing financial statements for
external purposes that are fairly presented in conformity with U.S.
generally accepted accounting principles. Those controls include the
safeguarding of assets against unauthorized acquisition, use, or
disposition.

Because of inherent limitations in internal control, error or fraud may
occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
auditing standards of the Public Company Accounting Oversight Board
(United States). A material weakness is a significant deficiency, or
combination of significant deficiencies, that results in more than a
remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  However, we
noted no matters involving internal control and its operation, including
controls for safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2004.

This report is intended solely for the information and use of management
and the Board of Directors of AllianceBernstein Variable Products
Series Fund, Inc. and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these
specified parties.


							Ernst & Young LLP

New York, New York
February 4, 2005

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EX-99.77E LEGAL

AllianceBernstein Variable Products Series Fund
Dec-04

Exhibit 77E

Legal Proceedings
As has been previously reported in the press, the staff of the U.S.
Securities and Exchange Commission ("SEC") and the New York Attorney
General's Office ("NYAG") have been investigating practices in the
mutual fund industry identified as "market timing" and "late trading" of
mutual fund shares. Certain other regulatory authorities have also
been conducting investigations into these practices within the industry
and have requested that Alliance Capital Management L.P. (the "Adviser")
provide information to them. The Adviser has been cooperating and will
continue to cooperate with all of these authorities.


On December 18, 2003, the Adviser confirmed that it had reached terms
with the SEC and the NYAG for the resolution of regulatory claims
relating to the practice of "market timing" mutual fund shares in some
of the AllianceBernstein Mutual Funds. The agreement with the SEC is
reflected in an Order of the Commission ("SEC Order"). The agreement
with the NYAG is memorialized in an Assurrance of Discontinuance dated
September 1, 2004 ("NYAG Order"). Among the key provisions of these
agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the
adverse effects of market timing attributable to market timing
relationships described in the SEC Order. According to the SEC Order,
the Reimbursement Fund is to be paid, in order of priority, to fund
investors based on (i) their aliquot share of losses suffered by the
fund due to market timing, and (ii) a proportionate share of advisory
fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds until
December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order and the NYAG
Order contemplate that the Adviser's registered investment company
clients, including the Fund, will introduce governance and compliance
changes.

In anticipation of final, definitive documentation of the NYAG Order
and effective January 1, 2004, the Adviser began waiving a portion of
its advisory fee. On September 7, 2004, the Fund's investment advisory
agreement was amended to reflect the reduced advisory fees (please
refer to the schedule below for details).

A special committee of the Adviser's Board of Directors, comprised
of the members of the Adviser's Audit Committee and the other
independent member of the Adviser's Board, is continuing to direct
and oversee an internal investigation and a comprehensive review of
the facts and circumstances relevant to the SEC's and the NYAG's
investigations.

In addition, the Independent Directors of the Fund ("the Independent
Directors") have initiated an investigation of the above-mentioned
matters with the advice of an independent economic consultant and
independent counsel. The Independent Directors have formed a
special committee to supervise the investigation.

On October 2, 2003, a putative class action complaint entitled
Hindo et al. v. AllianceBernstein Growth & Income Fund et al.
(the "Hindo Complaint") was filed against the Adviser; Alliance
Capital Management Holding L.P.; Alliance Capital Management
Corporation; AXA Financial, Inc.; certain of the AllianceBernstein
Mutual Funds, including the Fund; Gerald Malone; Charles Schaffran
(collectively, the "Alliance Capital defendants"); and certain other
defendants not affiliated with the Adviser. The Hindo Complaint was
filed in the United States District Court for the Southern District of
New York by alleged shareholders of two of the AllianceBernstein
Mutual Funds. The Hindo Complaint alleges that certain of the Alliance
Capital defendants failed to disclose that they improperly allowed certain
hedge funds and other unidentified parties to engage in late trading and
market timing of AllianceBernstein Fund securities, violating Sections
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange
Act, and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an
unspecified amount of compensatory damages and rescission of their
contracts with the Adviser, including recovery of all fees paid to the
Adviser pursuant to such contracts.

Since October 2, 2003, numerous additional lawsuits making factual
allegations similar to those in the Hindo Complaint were filed against
the Adviser and certain other defendants, some of which name the Fund
as a defendant. All of these lawsuits seek an unspecified amount of
damages. The lawsuits are now pending in the United States District
Court for the District of Maryland pursuant to a ruling by the Judicial
Panel on Multidistrict Litigation transferring and centralizing
all of the mutual fund cases involving market and late trading in
the District of Maryland.

As a result of the matters discussed above, investors in the
AllianceBernstein Mutual Funds may choose to redeem their investments.
This may require the AllianceBernstein Mutual Funds to sell investments
held by those funds to provide for sufficient liquidity and could also have
an adverse effect on the investment performance of the AllianceBernstein
Mutual Funds.

The Adviser and approximately twelve other investment management
firms were publicly mentioned in connection with the settlement by the
SEC of charges that an unaffiliated broker/dealer violated federal
securities laws relating to its receipt of compensation for selling
specific mutual funds and the disclosure of such compensation.
The SEC has indicated publicly that, among other things, it is
considering enforcement action in connection with mutual funds'
disclosure of such arrangements and in connection with the practice
of considering mutual fund sales in the direction of brokerage
commissions from fund portfolio transactions. The SEC has issued
subpoenas to the Adviser in connection with this matter and
the Adviser has provided documents and other information to the SEC
and is cooperating fully with its investigation.

On June 22, 2004, a purported class action complaint entitled
Aucoin, et al. v. Alliance Capital Management L.P., et al. ("Aucoin
Complaint") was filed against the Adviser, Alliance Capital Management
Holding L.P., Alliance Capital Management Corporation, AXA Financial,
Inc., AllianceBernstein Investment Research & Management, Inc., certain
current and former directors of the AllianceBernstein Mutual Funds, and
unnamed Doe defendants. The Aucoin Complaint names certain of the
AllianceBernstein mutual funds as nominal defendants. The Aucoin
Complaint was filed in the United States District Court for the Southern
District of New York by an alleged shareholder of an AllianceBernstein mutual
fund. The Aucoin Complaint alleges, among other things, (i) that certain
of the defendants improperly authorized the payment of excessive commissions
and other fees from fund assets to broker-dealers in exchange for
preferential marketing services, (ii) that certain of the defendants
misrepresented and omitted from registration statements and other
reports material facts concerning such payments, and (iii) that certain
defendants caused such conduct as control persons of other defendants.
The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of
the Advisers Act, breach of common law fiduciary duties, and aiding and
abetting breaches of common law fiduciary duties. Plaintiffs seek an
unspecified amount of compensatory damages and punitive damages,
rescission of their contracts with the Adviser, including recovery of all
fees paid to the Adviser pursuant to such contracts, an accounting of
all fund related fees, commissions and soft dollar payments, and
restitution of all unlawfully or discriminatorily obtained fees and
expenses.

Since June 22, 2004, numerous additional lawsuits making factual
allegations substantially similar to those in the Aucoin Complaint
were filed against the Adviser and certain other defendants, and
others may be filed.

It is possible that these matters and/or other developments resulting
from these matters could result in increased redemptions of the Fund's
shares or other adverse consequences to the Fund. However, the Adviser
believes that these matters are not likely to have a material adverse
effect on its ability to perform advisory services relating to the
Fund.

Advisory Fee Rates
Reduced Annual Rates After Fee Waiver Effective January 1, 2004
Investment Advisory Agreement was amended on September 7, 2004
Series
Portfolio
1st $2.5 billion
Next $2.5 billion
Over $5 billion
1
AB VP Int'l Value Portfolio
0.75%
0.65%
0.60%
2
AB  VP Growth & Income
0.55%
0.45%
0.40%
3
AB VP Global Bond Portfolio
0.45%
0.40%
0.35%
4
AB VP Premier Growth Portfolio
0.75%
0.65%
0.60%
5
AB VP U.S. Gvt High Grade
0.45%
0.40%
0.35%
6
AB VP Total Return Portfolio
0.55%
0.45%
0.40%
7
AB VP International Portfolio
0.75%
0.65%
0.60%
8
AB VP Money Market Portfolio
0.45%
0.40%
0.35%
9
AB VP Americas Gvt Income
0.50%
0.45%
0.40%
10
AB VP Utility Income Portfolio
0.55%
0.45%
0.40%
11
AB VP Global Dollar Gvt
0.50%
0.45%
0.40%
12
AB VP Growth Portfolio
0.75%
0.65%
0.60%
13
AB VP Worldwide Privitization
0.75%
0.65%
0.60%
14
AB VP Small Cap Value Portfolio
0.75%
0.65%
0.60%
15
AB VP Value Portfolio
0.55%
0.45%
0.40%
16
AB VP Technology Portfolio
0.75%
0.65%
0.60%
17
AB VP Small Cap Growth Portfolio
0.75%
0.65%
0.60%
18
AB VP Real Estate Invt Portfolio
0.55%
0.45%
0.40%
19
AB VP High Yield Portfolio
0.50%
0.45%
0.40%
20
AB VP U.S. Large Cap Blended Style
0.65%
0.55%
0.50%

**Fees based on the annual rate of the Portfolio's average daily
net assets**

EX-99.77Q1 OTHR EXHB

BY-LAWS

OF

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

_____________________

ARTICLE I

Offices

	Section 	1.	Principal Office in Maryland.  The Corporation shall
have a principal office in the City of Baltimore, State of Maryland.
	Section 	2.	Other Offices.  The Corporation may have offices also
in such other places within and without the State of Maryland as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
Meetings of Stockholders
	Section 	1.	Place of Meeting.  Meetings of stockholders shall be
held at such place, either within the State of Maryland or at such other
place within the United States, as shall be fixed from time to time by
the Board of Directors.
	Section 	2.	Annual Meetings.  Annual meetings of stockholders
shall be held on a date fixed from time to time by the Board of
Directors not less than ninety nor more than one hundred twenty days
following the end of each fiscal year of the Corporation, for the
election of directors and the transaction of any other business
within the powers of the Corporation; provided, however, that the
Corporation shall not be required to hold an annual meeting in any
year in which none of the following is required to be acted on by
stockholders under the Investment Company Act of 1940:  (1) election
of directors; (2) approval of an investment advisory agreement; (3)
ratification of the selection of independent public accountants;
and (4) approval of a distribution agreement.
	Section 	3.	Notice of Annual Meeting.  Written or printed
notice of the annual meeting, stating the place, date and hour thereof,
shall be given to each stockholder entitled to vote thereat not less
than ten nor more than ninety days before the date of the meeting.
	Section 	4.	Special Meetings.  Special meetings of
stockholders may be called by the chairman, the president or by the
Board of Directors and shall be called by the secretary upon the
written request of holders of shares entitled to cast not less than
twenty-five percent of all the votes entitled to be cast at such
meeting.  Such request shall state the purpose or purposes of such
meeting and the matters proposed to be acted on thereat.  In the case
of such request for a special meeting, upon payment by such
stockholders to the Corporation of the estimated reasonable cost of
preparing and mailing a notice of such meeting, the secretary shall
give the notice of such meeting.  The secretary shall not be required
to call a special meeting to consider any matter which is
substantially the same as a matter acted upon at any special
meeting of stockholders held within the preceding twelve months unless
requested to do so by holders of shares entitled to cast not less
than a majority of all votes entitled to be cast at such meeting.
Notwithstanding the foregoing, to the extent required by the Investment
Company Act of 1940, special meetings of stockholders for the purpose
of voting upon the question of removal of any director or directors of
the Corporation shall be called by the secretary upon the written
request of holders of shares entitled to cast not less than ten percent
of all the votes entitled to be cast at such meeting.
	Section 	5.	Notice of Special Meeting.  Written or printed notice
of a special meeting of stockholders, stating the place, date, hour
and purpose thereof, shall be given by the secretary to each
stockholder entitled to vote thereat not less than ten nor more
than ninety days before the date fixed for the meeting.
	Section 	6.	Business of Special Meetings.  Business transacted at
any special meeting of stockholders shall be limited to the purposes
stated in the notice thereof.
	Section 	7.	Quorum.  The holders of one-third of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except with respect
to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more
classes of stock, in which case the presence in person or by proxy
of the holders of one-third of the shares of stock of each class
required to vote as a class on the matter shall constitute a quorum.
	Section 	8.	Voting.  When a quorum is present at any meeting, the
affirmative vote of a majority of the votes cast, or, with respect to
any matter requiring a class vote, the affirmative vote of a majority of
the votes cast of each class entitled to vote as a class on the matter,
shall decide any question brought before such meeting (except that
directors may be elected by the affirmative vote of a plurality of
the votes cast), unless the question is one upon which by express
provision of the Investment Company Act of 1940, as from time to time
in effect, or other statutes or rules or orders of the Securities and
Exchange Commission or any successor thereto or of the Articles of
Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.
	Section 	9.	Proxies.  Each stockholder shall at every meeting
of stockholders be entitled to one vote in person or by proxy for each
share of the stock having voting power held by such stockholders, but
no proxy shall be voted after eleven months from its date, unless
otherwise provided in the proxy.
	Section 	10. 	Record Date.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, to express consent
to corporate action in writing without a meeting, or to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date which shall
be not more than ninety days and, in the case of a meeting of
stockholders, not less than ten days prior to the date on which the
particular action requiring such determination of stockholders is to
be taken.  In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated
period, but not to exceed, in any case, twenty days.  If the stock
transfer books are closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for at least ten days immediately preceding such
meeting.  If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders:  (1) The record
date for the determination of stockholders entitled to notice of, or
to vote at, a meeting of stockholders shall be at the close of business
on the day on which notice of the meeting of stockholders is mailed
or the day thirty days before the meeting, whichever is the closer
date to the meeting; and (2) The record date for the determination
of stockholders entitled to receive payment of a dividend or an
allotment of any rights shall be at the close of business on the day
on which the resolution of the Board of Directors, declaring the
dividend or allotment of rights, is adopted, provided that the
payment or allotment date shall not be more than sixty days after
the date of the adoption of such resolution.
	Section 	11. 	Inspectors of Election.  The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to act
at the meeting or any adjournment thereof.  If an inspector or
inspectors are not appointed, the person presiding at the meeting may,
but need not, appoint one or more inspectors.  In case any person who
may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat.  Each inspector,
if any, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his
ability.  The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with
fairness to all stockholders.  On request of the person presiding at
the meeting or any stockholder, the inspector or inspectors, if any,
shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found
by him or them.
	Section 	12. 	Informal Action by Stockholders.  Except to the extent
prohibited by the Investment Company Act of 1940, as from time to time
in effect, or rules or orders of the Securities and Exchange Commission
or any successor thereto, any action required or permitted to be taken
at any meeting of stockholders may be taken without a meeting if a
consent in writing, setting forth such action, is signed by all the
stockholders entitled to vote on the subject matter thereof and any
other stockholders entitled to notice of a meeting of stockholders
(but not to vote thereat) have waived in writing any rights which they
may have to dissent from such action, and such consent and waiver are
filed with the records of the Corporation.
ARTICLE III
Board of Directors
	Section 	1.	Number of Directors.  The number of directors
constituting the entire Board of Directors (which initially was fixed
at one in the Corporations Articles of Incorporation) may be increased
or decreased from time to time by the vote of a majority of the entire
Board of Directors within the limits permitted by law but at no time
may be more than twenty as provided in the Articles of Incorporation,
but the tenure of office of a director in office at the time of any
decrease in the number of directors shall not be affected as a result
thereof.  The directors shall be elected to hold offices at the
annual meeting of stockholders, except as provided in Section 2
of this Article, and each director shall hold office until the
next annual meeting of stockholders or until his successor is
elected and qualified.  Any director may resign at any time upon
written notice to the Corporation.  Any director may be removed,
either with or without cause, at any meeting of stockholders duly
called and at which a quorum is present by the affirmative vote of
the majority of the votes entitled to be cast thereon, and the vacancy
in the Board of Directors caused by such removal may be filled by the
stockholders at the time of such removal.  Directors need not be
stockholders.
	Section 	2.	Vacancies and Newly-Created Directorships.  Any
vacancy occurring in the Board of Directors for any cause other than
by reason of an increase in the number of directors may be filled by
a majority of the remaining members of the Board of Directors although
such majority is less than a quorum.  Any vacancy occurring by reason
of an increase in the number of directors may be filled by a majority
of the directors then in office.  A director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until the
next annual meeting of stockholders or until his successor is elected
and qualifies.
	Section 	3.	Powers.  The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors which
may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws conferred upon or reserved to
the stockholders.
	Section 	4.	Meetings.  The Board of Directors of the Corporation
or any committee thereof may hold meetings, both regular and special,
either within or without the State of Maryland.  Regular meetings of
the Board of Directors may be held without notice at such time and at
such place as shall from time to time be determined by the Board of
Directors.  Special meetings of the Board of Directors may be called
by the chairman, the president or by two or more directors.  Notice
of special meetings of the Board of Directors shall be given by the
secretary to each director at least three days before the meeting if
by mail or at least 24 hours before the meeting if given in person
or by telephone or by telegraph.  The notice need not specify the
business to be transacted.
	Section 	5.	Quorum and Voting.  During such times when the Board
of Directors shall consist of more than one director, a quorum for the
transaction of business at meetings of the Board of Directors shall
consist of two of the directors in office at the time but in no
event shall a quorum consists of less than one-third of the entire
Board of Directors.  The action of a majority of the directors
present at a meeting at which a quorum is present shall be the action
of the Board of Directors.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
	Section 	6.	Committees.  The Board of Directors may appoint from
among its members an executive committee and other committees of the
Board of Directors, each committee to be composed of one or more of
the directors of the Corporation and one or more alternate members as
the Board of Directors shall designate.  The Board of Directors may,
to the extent provided in the resolution, delegate to such committees,
in the intervals between meetings of the Board of Directors, any or
all of the 0powers of the Board of Directors, except those powers
which may not by law be delegated to a committee.  Such committee or
committees shall have the name or names as may be determined from
time to time by resolution adopted by the Board of Directors. The
members of any committee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member of such
committee.  At meetings of any committee, if such committee is
composed of more than one member, a majority of the members or
alternate members of such committee shall constitute a quorum for
the transaction of business and the act of a majority of the members
or alternate members present at any meeting at which a quorum is
present shall be the act of the committee.
	Section 	7.	Minutes of Committee Meetings.  The committees shall
keep regular minutes of their proceedings.
	Section 	8.	Informal Action by Board of Directors and Committees.
Any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting
if a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board of Directors
or committee.
	Section 	9.	Meetings by Conference Telephone.  The members of the
Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or committee by means of a conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same
time and such participation shall constitute presence in person at such
meeting.
	Section 	10. 	Fees and Expenses.  The directors may be paid their
expenses of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director.  No such payment shall
preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.  Members of special
or standing committees may be allowed like reimbursement and compensation
for attending committee meetings.
ARTICLE IV
Notices
	Section 	1.	General.  Notices to directors and stockholders mailed
to them at their post office addresses appearing on the books of the
Corporation shall be deemed to be given at the time when deposited in
the United States mail.
	Section 	2.	Waiver of Notice.  Whenever any notice is required to be
given under the provisions of the statutes, of the Articles of
Incorporation or of these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed the equivalent of
notice.  Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened.
ARTICLE V
Chairman of the Board of Directors and Officers
	Section 	1.	General.  The officers of the Corporation shall be
chosen by the Board of Directors and shall be a president, a secretary
and a treasurer.  The Board of Directors may also choose such vice
presidents and additional officers or assistant officers as it may
deem advisable.  Any number of offices, except the offices of
president and vice president, may be held by the same person.  No
officer shall execute, acknowledge or verify any instrument in more
than one capacity if such instrument is required by law to be
executed, acknowledged or verified by two or more officers.
	Section 	2.	Other Officers and Agents.  The Board of Directors may
appoint such other officers and agents as it desires who shall hold
their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of
Directors.
	Section 	3.	Tenure of Officers.  The officers of the Corporation
shall hold office at the pleasure of the Board of Directors.  Each officer
shall hold his office until his successor is elected and qualifies or
until his earlier resignation or removal.  Any officer may resign at
any time upon written notice to the Corporation.  Any officer elected
or appointed by the Board of Directors may be removed at any time by
the Board of Directors when, in its judgment, the best interests of
the Corporation will be served thereby.  Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise
shall be filled by the Board of Directors.
	Section 	4.	Chairman of the Board of Directors.  The chairman of
the Board of Directors shall be chosen by the Board of Directors at
its first meeting after each annual meeting of stockholders and shall
preside at all meetings of the stockholders and of the Board of Directors.
The chairman shall have such other duties and powers as may be
determined by the Board of Directors from time to time.  The chairman
shall not be an officer of the Corporation except as otherwise
determined by resolution of the Board of Directors or amendment of
these By-Laws.
	Section 	5.	President and Chief Executive Officer.  The president
shall, in the absence of the chairman of the Board of Directors, preside at
all meetings of the stockholders or of the Board of Directors.  The
president or such officer as has been determined by the Directors shall
be the chief executive officer.  The president and/or chief executive
officer shall have general responsibility for implementation of the
policies of the Corporation, as determined by the Board of Directors,
and for the management of the business and affairs of the Corporation.
He shall execute on behalf of the Corporation, and may affix the seal
or cause the seal to be affixed to, all instruments requiring such
execution except to the extent that signing and execution thereof
shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation.
	Section 	6.	Vice Presidents.  The vice presidents shall act under
the direction of the president and in the absence or disability of the
president shall perform the duties and exercise the powers of the
president.  They shall perform such other duties and have such other
powers as the president or the Board of Directors may from time to
time prescribe.  The Board of Directors may designate one or more
executive vice presidents or may otherwise specify the order of
seniority of the vice presidents and, in that event, the duties and
powers of the president shall descend to the vice presidents in the
specified order of seniority.
	Section 	7.	Secretary.  The secretary shall act under the direction
 of the president.  Subject to the direction of the president he
shall attend all meetings of the Board of Directors and all meetings
of stockholders and record the proceedings in a book to be kept for
that purpose and shall perform like duties for the committees
designated by the Board of Directors when required.  He shall give,
or cause to be given, notice of all meetings of stockholders and
special meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the president or the Board of
Directors.  He shall keep in safe custody the seal of the Corporation
and shall affix the seal or cause it to be affixed to any instrument
requiring it.
	Section 	8.	Assistant Secretaries.  The assistant secretaries in
the order of their seniority, unless otherwise determined by the
president or the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the
powers of the secretary.  They shall perform such other duties and
have such other powers as the president or the Board of Directors may
from time to time prescribe.
	Section 	9.	Treasurer.  The treasurer shall act under the direction
of the president.  Subject to the direction of the president he shall
have the custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered
by the president or the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the president and
the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as
treasurer and of the financial condition of the Corporation.
	Section 	10. 	Assistant Treasurers.  The assistant treasurers
in the order of their seniority, unless otherwise determined by the
president or the Board of Directors, shall, in the absence or
disability of the treasurer, perform the duties and exercise the
powers of the treasurer.  They shall perform such other duties and
have such other powers as the president or the Board of Directors may
from time to time prescribe.
ARTICLE VI
Certificates of Stock
	Section 	1.	General.  Every holder of stock of the Corporation who
has made full payment of the consideration for such stock shall be entitled
upon request to have a certificate, signed by, or in the name of the
Corporation by, the chairman of the Board of Directors, the president
or a vice president and countersigned by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Corporation,
certifying the number and class of whole shares of stock owned by
him in the Corporation.
	Section 	2.	Fractional Share Interests.  The Corporation may issue
fractions of a share of stock. Fractional shares of stock shall have
proportionately to the respective fractions represented thereby all
the rights of whole shares, including the right to vote, the right to
receive dividends and distributions and the right to participate
upon liquidation of the Corporation, excluding, however, the right to
receive a stock certificate representing such fractional shares.
	Section 	3.	Signatures on Certificates.  Any of or all the
signatures on a certificate may be a facsimile.  In case any officer
who has signed or whose facsimile signature has been placed upon a
certificate shall cease to be such officer before such certificate is
issued, it may be issued with the same effect as if he were such
officer at the date of issue.  The seal of the Corporation or a
facsimile thereof may, but need not, be affixed to certificates of
stock.
	Section 	4.	Lost, Stolen or Destroyed Certificates.  The Board of
Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of any
affidavit of that fact by the person claiming the certificate or
certificates to be lost, stolen or destroyed.  When authorizing such
issue if a new certificate or certificates, the Board of Directors
may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give
the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate or certificates alleged to have been lost,
stolen or destroyed.
	Section 	5.	Transfer of Shares.  Upon request by the registered
owner of shares, and if a certificate has been issued to represent
such shares upon surrender to the Corporation or a transfer agent of
the Corporation of a certificate for shares of stock duly endorsed
or accompanied by proper evidence of succession, assignment or
authority to transfer, subject to the Corporations rights to redeem
or purchase such shares, it shall be the duty of the Corporation, if
it is satisfied that all provisions of the Articles of Incorporation,
of the By-Laws and of the law regarding the transfer of shares have
been duly complied with, to record the transaction upon its books,
issue a new certificate to the person entitled thereto upon request
for such certificate, and cancel the old certificate, if any.
	Section 	6.	Registered Owners.  The Corporation shall be
entitled to recognize the person registered on its books as the owner
of shares to be the exclusive owner for all purposes including
redemption, voting and dividends, and the Corporation shall not
be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise
provided by the laws of Maryland.
ARTICLE VII
Indemnification
	Section 	1.	Indemnification of Directors and Officers.  The
Corporation shall indemnify its directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law.  The Corporation shall indemnify its officers to the
same extent as its directors and to such further extent as is
consistent with law.  The Corporation shall indemnify its directors
and officers who while serving as directors or officers also serve at
the request of the Corporation as a director, officer, partner,
trustee, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, other enterprise or employee
benefit plan to the fullest extent consistent with law.  The
indemnification and other rights provided by this Article shall
continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and
administrators of such a person.  This Article shall not protect
any such person against any liability to the Corporation or any
stockholder thereof to which such person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office (disabling conduct).

	Section 	2.	Advances.  Any current or former director or officer of
the Corporation seeking indemnification within the scope of this
Article shall be entitled to advances from the Corporation for payment
of the reasonable expenses incurred by him in connection with the
matter as to which he is seeking indemnification in the manner and
to the fullest extent permissible under the Maryland General
Corporation Law.  The person seeking indemnification shall provide
to the Corporation a written affirmation of his good faith belief
that the standard of conduct necessary for indemnification by the
Corporation has been met and a written undertaking to repay any such
advance if it should ultimately be determined that the standard of
conduct has not been met.  In addition, at least one of the following
additional conditions shall be met:  (a) the person seeking
indemnification shall provide a security in form and amount acceptable
to the Corporation for his undertaking; (b) the Corporation is insured
against losses arising by reason of the advance; or (c) a majority of
a quorum of directors of the Corporation who are neither interested
persons as defined in Section 2(a)(19) of the Investment Company Act
of 1940, as amended, nor parties to the proceeding (disinterested
non-party directors), or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily
available to the Corporation at the time the advance is proposed to
be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
	Section 	3.	Procedure.  At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the Maryland General Corporation Law, whether the standards required
by this Article have been met.  Indemnification shall be made only
following:  (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or (b) in
the absence of such a decision, a reasonable determination, based upon
a review of the facts, that the person to be indemnified was not
liable by reason of disabling conduct by (i) the vote of a majority
of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
	Section 	4.	Indemnification of Employees and Agents.  Employees
and agents who are not officers or directors of the Corporation may
be indemnified, and reasonable expenses may be advanced to such
employees or agents, as may be provided by action of the Board of
Directors or by contract, subject to any limitations imposed by the
Investment Company Act of 1940.
	Section 	5.	Other Rights.  The Board of Directors may make
further provision consistent with law for indemnification and advance
of expenses to directors, officers, employees and agents by
resolution, agreement or otherwise.  The indemnification provided
by this Article shall not be deemed exclusive of any other right,
with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or
other agreement or resolution of stockholders or disinterested
directors or otherwise.  The rights provided to any person by this
Article shall be enforceable against the Corporation by such person
who shall be presumed to have relied upon it in serving or continuing
to serve as a director, officer, employee, or agent as provided above.
	Section 	6.	Amendments.  References in this Article are to the
Maryland General Corporation Law and to the Investment Company Act of
1940 as from time to time amended.  No amendment of these By-laws shall
effect any right of any person under this Article based on any event,
omission or proceeding prior to the amendment.
ARTICLE VIII
Miscellaneous
	Section 	1.	Reserves.  There may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for such
other purpose as the Board of Directors shall think conducive to the
interest of the Corporation, and the Board of Directors may modify or
abolish any such reserve.
	Section 	2.	Dividends.  Dividends or distributions upon the
shares of each class of stock by the Corporation may, subject to the
provisions of the Articles of Incorporation and of the provisions of
applicable law, be declared by the Board of Directors, acting in its
sole discretion, with respect to each class, provided that the
dividends or distributions shall be paid on shares of a class of stock
out of the lawfully available assets belonging to that class.  Dividends
may be paid in stock in cash or both subject to the provisions of the
Articles of Incorporation and of applicable law.
	Section 	3.	Capital Gains Distributions.  The amount and number of
capital gains distributions paid to the stockholders during each
fiscal year shall be determined by the Board of Directors.  Each such
payment shall be accompanied by a statement as to the source of such
payment, to the extent required by law.
	Section 	4.	Checks.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to
time designate.
	Section 	5.	Fiscal Year.  The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
	Section 	6.	Seal.  The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
Corporate Seal, Maryland.  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in another manner
reproduced.
ARTICLE IX
Amendments
	The Board of Directors shall have the power to make, alter and repeal
by-laws of the Corporation.

S:\MF_Legal\Bylaws\AVP Bylaws Amended 7-14-2004.DOC



26

EX-99.77Q1 OTHR EXHB

INVESTMENT ADVISORY AGREEMENT


ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
1345 Avenue of the Americas
New York, New York 10105

July 22, 1992,as amended as of May 1, 1997,
May 1, 2001, May 1, 2003, May 1, 2004 and
September 7, 2004


Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, N.Y. 10105

Dear Sirs:

	We herewith confirm our agreement with you as follows:

	1.	We are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act"). We
are currently authorized to issue separate classes of shares and our
Directors are authorized to reclassify and issue any unissued shares
to any number of additional classes or series (Portfolios) each
having its own investment objective, policies and restrictions, all
as more fully described in the Prospectus and the Statement of
Additional Information constituting parts of the Registration
Statement filed on our behalf under the Securities Act of 1933 and
the Act. We are engaged in the business of investing and reinvesting
our assets in securities of the type and in accordance with the
limitations specified in our Articles of Incorporation, By-Laws,
Registration Statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Act, and any
representations made in our Prospectus and Statement of Additional
Information, all in such manner and to such extent as may from time
to time be authorized by our Directors. We enclose copies of the
documents listed above and will from time to time furnish you with
any amendments thereof.

	2.	(a)	We hereby employ you to manage the investment and
reinvestment of the assets in each of our Portfolios as above
specified, and, without limiting the generality of the foregoing, to
provide management and other services specified below.

		(b)	You will make decisions with respect to all purchases
and sales of securities in each of our Portfolios. To carry out such
decisions, you are hereby authorized, as our agent and attorney-in-fact,
for our account and at our risk and in our name, to place orders for
the investment and reinvestment of our assets. In all purchases,
sales and other transactions in securities in each of our Portfolios
you are authorized to exercise full discretion and act for us in the
same manner and with the same force and effect as we might or could
do with respect to such purchases, sales or other transactions, as well
as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.
You are permitted to utilize the services of one or more Sub-Advisers
in connection with the management of the Global Bond Portfolio,
subject to your obtaining our prior approval of any such Sub-Advisory
Agreement.

		(c)	You will report to our Directors at each meeting thereof all
changes in each Portfolio since the prior report, and will also keep us
in touch with important developments affecting any Portfolio and on
your own initiative will furnish us from time to time with such
information as you may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in
our Portfolios, the industries in which they engage, or the
conditions prevailing in the economy generally. You will also furnish
us with such statistical and analytical information with respect to
securities in each of our Portfolios as you may believe appropriate or
as we reasonably may request. In making such purchases and sales of
securities, you will bear in mind the policies set from time to time
by our Directors as well as the limitations imposed by our Articles
of Incorporation and our Registration Statement under the Act and the
Securities Act of 1933, the limitations in the Act and of the Internal
Revenue Code in respect of regulated investment companies and the
investment objective, policies and restrictions for each of our
Portfolios.

		(d)	It is understood that you will from time to time employ or
associate with yourselves such persons as you believe to be particularly
fitted to assist you in the execution of your duties hereunder, the
cost of performance of such duties to be borne and paid by you. No
obligation may be incurred on our behalf in any such respect. During
the continuance of this agreement at our request you will provide to
us persons satisfactory to our Directors to serve as our officers.
You or your affiliates will also provide persons, who may be our
officers, to render such clerical, accounting and other services to
us as we may from time to time request of you. Such personnel may be
employees of you or your affiliates. We will pay to you or your
affiliates the cost of such personnel for rendering such services to
us at such rates as shall from time to time be agreed upon between us,
provided that all time devoted to the investment or reinvestment of
securities in each of our Portfolios shall be for your account.
Nothing contained herein shall be construed to restrict our right to
hire our own employees or to contract for services to be performed by
third parties. Furthermore, you or your affiliates (other than us)
shall furnish us without charge with such management supervision and
assistance and such office facilities as you may believe appropriate
or as we may reasonably request subject to the requirements of any
regulatory authority to which you may be subject. You or your
affiliates (other than us) shall also be responsible for the payment
of any expenses incurred in promoting the sale of our shares (other
than the portion of promotional expenses to be borne by us in accordance
with an effective plan pursuant to Rule 12b-1 under the Act and costs of
printing our prospectuses and other reports to stockholders and fees
related to registration with the Securities and Exchange Commission
and with state regulatory authorities).

	3.	It is further agreed that you shall be responsible for the portion
of the net expenses of each of our Portfolios (except interest, taxes,
brokerage, fees paid in accordance with an effective plan pursuant to
Rule 12b-1 under the Act, expenditures which are capitalized in accordance
with generally acceptable accounting principles and extraordinary
expenses, all to the extent permitted by applicable state law and
regulation) incurred by us during each of our fiscal years or portion
thereof that this agreement is in effect between us which, as to a
Portfolio, in any such year exceeds the limits applicable to such
Portfolio under the laws or regulations of any state in which our
shares are qualified for sale (reduced pro rata for any portion of
less than a year). We hereby confirm that, subject to the foregoing,
we shall be responsible and hereby assume the obligation for payment
of all our other expenses, including: (a) payment of the fee payable
to you under paragraph 5 hereof; (b) custody, transfer and dividend
disbursing expenses; (c) fees of directors who are not your affiliated
persons; (d) legal and auditing expenses; (e) clerical, accounting and
other office costs; (f) the cost of personnel providing services to
us, as provided in subparagraph (d) of paragraph 2 above; (g) costs
of printing our prospectuses and stockholder reports; (h) cost of
maintenance of corporate existence; (i) interest charges, taxes,
brokerage fees and commissions; (j) costs of stationery and supplies;
k) expenses and fees related to registration and filing with the
Securities and Exchange Commission and with state regulatory
authorities and (1) such promotional expenses as may be contemplated
by an effective plan pursuant to Rule 12b-1 under the Act provided,
however, that our payment of such promotional expenses shall be in
the amount, and in accordance with the procedures, set forth in such
plan.

4. We shall expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we
agree as an inducement to your undertaking these services that you
shall not be liable hereunder for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, you against
any liability to us or to our security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by
reason of your reckless disregard of your obligations and duties
hereunder.

5. In consideration of the foregoing, we will pay you a monthly fee
at an annual rate equal to the Applicable Percentage, as defined below,
of the average daily value of the net assets of each Portfolio managed
by you. Such fee shall be accrued by us daily and shall be payable in
arrears on the last day of each calendar month for services performed
hereunder during such month. Your reimbursement, if any, of our
expenses as provided in paragraph 3 hereof, shall be estimated and
paid to us monthly in arrears, at the same time as our payment to you
for such month. Payment of the advisory fee will be reduced or
postponed, if necessary, with any adjustments made after the end of the
year. The Applicable Percentage shall be: (i) for our Money Market
Portfolio, .45 of 1% of the first $2.5 billion, .40 of 1% of the
excess over $2.5 billion up to $5 billion and .35 of 1% of the excess
over $5 billion of such Portfolio's aggregate net assets; (ii) for our
Premier Growth Portfolio, .75 of 1% of the first $2.5 billion, .65 of
1% of the excess over $2.5 billion up to $5 billion and .60 of 1% of
the excess over $5 billion of such Portfolio's aggregate net assets;
(iii) for our Growth and Income Portfolio, .55 of 1% of the first
$2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5
billion and .40 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (iv) for our U.S. Government/High
Grade Securities Portfolio, .45 of 1% of the first $2.5 billion, .40
of 1% of the excess over $2.5 billion up to $5 billion and .35 of 1%
of the excess over $5 billion of such Portfolio's aggregate net
assets; (v) for our High-Yield Portfolio, .50 of 1% of the first
$2.5 billion, .45 of 1% of the excess over $2.5 billion up to $5
billion and .40 of 1% of the excess over $5 billion  of such
Portfolio's average net assets; (vi) for our Total Return Portfolio,
..55 of 1% of the first $2.5 billion, .45 of 1% of the excess over $2.5
billion up to $5 billion and .40 of 1% of the excess over $5 billion of
such Portfolio's aggregate net assets; (vii) for our International
Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1% of the
excess over $2.5 billion up to $5 billion and .60 of 1% of the excess
over $5 billion of such Portfolio's aggregate net assets; (viii) for
our Global Bond Portfolio, .45 of 1% of the first $2.5 billion, .40
of 1% of the excess over $2.5 billion up to $5 billion and .35 of 1%
of the excess over $5 billion of such Portfolio's aggregate net
assets; (ix) for our Americas Government Income Portfolio, .50 of 1%
of the first $2.5 billion, .45 of 1% of the excess over $2.5 billion
up to $5 billion and .40 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (x) for our Utility Income Portfolio,
..55 of 1% of the first $2.5 billion, .45 of 1% of the excess over
$2.5 billion up to $5 billion and .40 of 1% of the excess over $5
billion of such Portfolio's aggregate net assets; (xi) for our Global
Dollar Government Portfolio, .50 of 1% of the first $2.5 billion,
..45 of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion  of such Portfolio's aggregate net
assets; (xii) for our Worldwide Privatization Portfolio, .75 of 1% of
the first $2.5 billion, .65 of 1% of the excess over $2.5 billion up
to $5 billion and .60 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (xiii) for our Growth Portfolio,
..75 of 1% of the first $2.5 billion, .65 of 1% of the excess over
$2.5 billion up to $5 billion and .60 of 1% of the excess over $5
billion of such Portfolio's average net assets; (xiv) for our
Technology Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1%
of the excess over $2.5 billion up to $5 billion and .60 of 1% of the
excess over $5 billion of such Portfolio's aggregate net assets;
(xv) for our Small Cap Growth Portfolio, .75 of 1% of the first
$2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5
billion and .60 of 1% of the excess over $5 billion of such
Portfolio's aggregate net assets; (xvi) for our Real Estate
Investment Portfolio, .55 of 1% of the first $2.5 billion, .45
of 1% of the excess over $2.5 billion up to $5 billion and .40 of
1% of the excess over $5 billion of such Portfolio's average net
assets; (xvii) for our AllianceBernstein International Value
Portfolio, .75 of 1% of the first $2.5 billion, .65 of 1% of the
excess over $2.5 billion up to $5 billion and .60 of 1% of the excess
over $5 billion of such Portfolio's average net assets; (xviii) for
our AllianceBernstein Small Cap Value Portfolio, .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to
$5 billion and .60 of 1% of the excess over $5 billion of such
Portfolio's average net assets; (xix) for our AllianceBernstein Value
Portfolio, .55 of 1% of the first $2.5 billion, .45 of 1% of the
excess over $2.5 billion up to $5 billion and .40 of 1% of the excess
over $5 billion of such Portfolio's average net assets; (xx) for
our AllianceBernstein U.S. Large Cap Blended Style Portfolio, .65 of
1% of the first $2.5 billion, .55 of 1% of the excess over $2.5
billion up to $5 billion and .50 of 1% of the excess over $5 billion
of such Portfolio's average daily net assets; (xxi) for our
AllianceBernstein Wealth Appreciation Strategy Portfolio, 0.65% of
the first $2.5 billion in average daily net assets, 0.55% of the
second $2.5 billion in average daily net assets and 0.50% of the
excess over $5 billion in average daily net assets; and (xii) for
our AllianceBernstein Balanced Wealth Strategy Portfolio, 0.55% of
the first $2.5 billion in average daily net assets, 0.45% of the
second $2.5 billion in average daily net assets and 0.40% of the
excess over $5 billion in average daily net assets.

6. This agreement shall become effective on the date hereof and
shall remain in effect with respect to each Portfolio until December
31, 19971 and thereafter for successive twelve-month periods (computed
from each January 1) with respect to each such Portfolio provided
that such continuance is specifically approved at least annually by
our Directors or by majority vote of the holders of the outstanding
voting securities (as defined in the Act) of such Portfolio, and, in
either case, by a majority of our Directors who are not parties to
this agreement or interested persons, as defined in the Act, of any
such party (other than as our directors) provided further, however,
that if the continuation of this agreement is not approved as to a
Portfolio, you may continue to render to such Portfolio the services
described herein in the manner and to the extent permitted by the
Act and the rules and regulations thereunder. Upon the effectiveness
of this agreement, it shall supersede all previous agreements between
us covering the subject matter hereof. This agreement may be
terminated with respect to any Portfolio at any time, without the
payment of any penalty, by vote of a majority of the outstanding
voting securities (as so defined) of such Portfolio, or by a vote
of a majority of our Directors on sixty days' written notice to you,
or by you with respect to any Portfolio on sixty days' written notice
to us.

7. This agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this agreement shall
terminate automatically in the event of such transfer, assignment,
sale, hypothecation or pledge by you. The terms "transfer",
"assignment" and "sale" as used in this paragraph shall have the
meanings ascribed thereto by governing law and any interpretation
thereof contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.

	8.	(a)	Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your
right, or the right of any of your employees, or any of the Directors
of Alliance Capital Management Corporation, your general partner, who
may also be a Director of ours, or persons otherwise affiliated with
us (within the meaning of the Act), to engage in any other business or
to devote time and attention to the management or other aspects of any
other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, trust, firm, individual
or association.

(b) You will notify us of any change in the general partners of
your partnership within a reasonable time after such change.

8. If you cease to act as our investment adviser, or in any event,
if you so request in writing, we agree to take all necessary action to
change the name of our corporation to a name not including the word
"Alliance". You may from time to time make available without charge
to us for our use such marks or symbols owned by you, including marks
or symbols containing the name "Alliance" or any variation thereof, as
you may consider appropriate. Any such marks or symbols so made available
will remain your property and will have the right, upon notice in writing,
to require us to cease the use of such mark or symbol at any time.

	If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

AllianceBernstein Variable Products Series Fund, Inc.


						By:
						   ________________________
						   Mark R. Manley
						   Secretary


Accepted:
July 22, 1992, as
amended as of May 1, 1997,
May 1, 2001, May 1, 2003,
May 1, 2004 and September 7, 2004

Alliance Capital Management L.P.
By:	Alliance Capital Management Corporation,
	its General Partner


By:
  ________________________
  Marc O. Mayer
  Executive Vice President





S:\MF_Legal\Advisory Agreements\9-7-04 AVP.doc
1 December 31, 1998 with respect to Real Estate Investment Portfolio,
April 30, 2003 with respect to AllianceBernstein International Value
Portfolio, AllianceBernstein Small Cap Value Portfolio and
AllianceBernstein Value Portfolio, April 30, 2005 with respect to
AllianceBernstein U.S. Large Cap Blended Style Portfolio and April 30,
2006 with respect to AllianceBernstein Wealth Appreciation Strategy
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio.
1