EX-99.77E LEGAL

AllianceBernstein Variable Products Series Fund
June-06

Exhibit 77E

Legal Proceedings
As has been previously reported, the staff of the U.S. Securities and Exchange
Commission ("SEC") and the Office of New York Attorney General
("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 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 Assurance 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 with respect to certain AllianceBernstein Variable Products Series Fund
portfolios. 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).

                                                             Advisory Fee
Rates





Reduced Annual Rates After Fee Waiver, Effective January 1, 2004




Investment Advisory Agreement was amended on September 7, 2004








Portfolio

1st $2.5 billion
Next $2.5 billion
Over $5 billion

AB VP International Value

0.75%
0.65%
0.60%

AB  VP Growth & Income

0.55%
0.45%
0.40%

AB VP Global Bond

0.45%
0.40%
0.35%

AB VP Large Cap Growth

0.75%
0.65%
0.60%

AB VP U.S. Government High Grade

0.45%
0.40%
0.35%

AB VP Balanced Shares

0.55%
0.45%
0.40%


AB VP International Research Growth

0.75%
0.65%
0.60%

AB VP Money Market

0.45%
0.40%
0.35%

AB VP Americas Gov't Income Trust

0.50%
0.45%
0.40%

AB VP Utility Income

0.55%
0.45%
0.40%

AB VP Global Dollar Government

0.50%
0.45%
0.40%

AB VP Growth

0.75%
0.65%
0.60%

AB VP International Growth

0.75%
0.65%
0.60%

AB VP Small Mid Cap Value

0.75%
0.65%
0.60%

AB VP Value

0.55%
0.45%
0.40%

AB VP Global Technology

0.75%
0.65%
0.60%

AB VP Small Cap Growth

0.75%
0.65%
0.60%

AB VP Real Estate Investment

0.55%
0.45%
0.40%

AB VP High Yield

0.50%
0.45%
0.40%

AB VP Blended Style - U.S. Large Cap

0.65%
0.55%
0.50%












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



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, directed and oversaw 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 purported class action complaint entitled
Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. ("Hindo
Complaint") was filed against the Adviser, Alliance Capital Management
Holding L.P. ("Alliance Holding"), Alliance Capital Management
Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain
officers of the Adviser ("Alliance defendants"), and certain other defendants
not affiliated with the Adviser, as well as unnamed Doe defendants. 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
Funds. The Hindo Complaint alleges that certain of the Alliance 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, 43 additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various
federal and state courts against the Adviser and certain other defendants.
The plaintiffs in such lawsuits have asserted a variety of theories for
recovery including, but not limited to, violations of the Securities Act,
the Exchange Act, the Advisers Act, the Investment Company Act, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), certain state
securities laws and common law.  All state court actions against the Adviser
either were voluntarily dismissed or removed to federal court. On February 20,
2004, the Judicial Panel on Multidistrict Litigation transferred all actions
to the United States District Court for the District of Maryland (the "Mutual
Fund MDL").

On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Alliance Holding;
and claims brought under ERISA by participants in the Profit Sharing Plan
for Employees of the Adviser. All four complaints include substantially
identical factual allegations, which appear to be based in large part on
the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding ("MOU") containing
their agreement to settle these claims. The agreement will be documented by
a stipulation of settlement and will be submitted for court approval at a
later date. The derivative claims brought on behalf of Alliance Holding remain
pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from
the Office of the Attorney General of the State of West Virginia and (ii) a
request for information from West Virginia's Office of the State Auditor,
Securities Commission (the "West Virginia Securities Commissioner") (together,
the "Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in the Adviser's sponsored mutual funds. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed
against the Adviser, Alliance Holding, and various other defendants not
affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court
of Marshall County, West Virginia by the Attorney General of the State of West
Virginia. The WVAG Complaint makes factual allegations generally similar to
those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was
transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed
a Summary Order to Cease and Desist, and Notice of Right to Hearing
addressed to the Adviser and Alliance Holding. The Summary Order
claims that the Adviser and Alliance Holding violated the West
Virginia Uniform Securities Act, and makes factual allegations generally
Similar to those in the Commission Order and the NYAG Order. On January 26,
2006, the Adviser, Alliance Holding, and various unaffiliated defendants
filed a Petition for Writ of Prohibition and Order Suspending Proceedings
in West Virginia state court seeking to vacate the Summary Order and for
other relief. On April 12, 2006, respondents' petition was denied. On May 4,
2006, respondents appealed the court's determination.

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 Holding , 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 alleged shareholders
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 puni-
tive 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 fundrelated fees, commissions and soft dollar payments,
and restitution of all unlawfully or discriminatorily obtained fees and
expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against
the Adviser and certain other defendants. All nine of the lawsuits (i) were
brought as class actions filed in the United States District Court for the
Southern District of New York, (ii) assert claims substantially identical
to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of
the Funds.
On February 2, 2005, plaintiffs filed a consolidated amended class
action complaint ("Aucoin Consolidated Amended Complaint") that asserts
claims substantially similar to the Aucoin Complaint and the nine additional
lawsuits referenced above. On October 19, 2005, the District Court dismissed
each of the claims set forth in the Aucoin Consolidated Amended Complaint,
except for plaintiffs' claim under Section 36(b) of the Investment Company
Act. On January 11, 2006, the District Court granted defendants' motion for
reconsideration and dismissed the remaining Section 36(b) claim. On May 31,
2006 the District Court denied plaintiffs' motion for leave to file an amended
complaint. On July 5, 2006, plaintiffs filed a notice of appeal.

It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the AllianceBernstein
Mutual Funds' shares or other adverse consequences to the AllianceBernstein
Mutual Funds. 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. 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
AllianceBernstein Mutual Funds.

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
AMERICAS GOVERNMENT INCOME PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek the highest level
of current income, consistent with what Alliance considers to be prudent
investment risk, that is available from a portfolio of debt securities
issued or guaranteed by the governments of the United States, Canada, and
Mexico, their political subdivisions (including Canadian Provinces, but
excluding states of the United States), agencies, instrumentalities or
authorities.
Non-fundamental:
The Portfolio's investment objective is to seek the highest level of
current income, consistent with what Alliance considers to be prudent
investment risk, that is available from a portfolio of debt securities
issued or guaranteed by the governments of the United States, Canada,
and Mexico, their political subdivisions (including Canadian Provinces,
but excluding states of the United States), agencies, instrumentalities or
authorities.

Fundamental Investment Policies:
The Portfolio may not invest 25% or more of its total assets in securities
of companies engaged principally in any one industry except that this
restriction does not apply to U.S. Government Securities.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not borrow money, except (a) the Portfolio may, in
accordance with provisions of the 1940 Act, borrow money from banks for
temporary or emergency purposes, including the meeting of redemption
requests which might require the untimely disposition of securities;
borrowing in the aggregate may not exceed 15%, and borrowing or purposes
other than meeting redemptions may not exceed 5% of the value of the
Portfolio's total assets (including the amount borrowed) at the time
the borrowing is made; outstanding borrowings in excess of 5% of the
value of the Portfolio's total assets will be repaid before any
subsequent investments are made and (b) the Portfolio may enter into
reverse repurchase agreements and dollar rolls.

Related non-fundamental policy:

Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in the
event asset coverage falls below 300%, a Portfolio must within three
days reduce the amount of its borrowing to such an extent that the asset
coverage of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
or interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives
such as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities within the meaning of the
1940 Act and interpretations thereunder.
Policy eliminated.  See above.
The Portfolio may not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not make loans except through (a) the purchase of
debt obligations in accordance with its investment objectives and
policies; (b) the lending of portfolio securities; or (c) the use
of repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of
debt obligations in accordance with its investment objectives and
policies; (ii) the lending of portfolio securities; (iii) the use
of repurchase agreements; or (iv) the making of loans to affiliated
funds as permitted under the 1940 Act, the rules and regulations
thereunder (as such statutes, rule or regulations may be amended
from time to time), or by guidance regarding, and interpretations
of, or exemptive orders under, the 1940 Act.
The Portfolio may not participate on a joint or joint and several basis
in any securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of
exercising control.
Policy eliminated.
The Portfolio may not make short sales of securities or
maintain a short position, unless at all times when a short
position is open it owns an equal amount of such securities
or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same
issue as, and equal in amount to, the securities sold short
("short sales against the box"), and unless not more than 10%
of the Portfolio's net assets (taken at market value) is held
as collateral for such sales at any one time (it is the Fund's
present intention to make such sales only for the purpose of deferring
realization of gain or loss for federal income tax purposes.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may sell securities short or maintain a short position.
The Portfolio may not purchase a security if, as a result
(unless the security is acquired pursuant to a plan or reorganization
or an offer of exchange), the Portfolio would own any securities of
an open-end investment company or more than 3% of the total outstanding
voting stock of any closed-end investment company or more than 5% of the
value of the Portfolio's total assets would be invested in securities of
any one or more closed-end investment companies.

Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules
or regulations thereunder published by appropriate regulatory authorities.


Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
purchase and sell securities of companies which deal in real estate or
interests therein.
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of
securities or other instruments.  This restriction does not prohibit
the Fund from investing in securities or other instruments backed by
real estate or in securities of companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
(except currencies, futures contracts on currencies and related options,
forward currency exchange contracts or contracts for the future
acquisition or delivery of fixed-income securities and related options,
futures contracts and options on futures contracts and other similar
contracts).

Related non-fundamental policy:
The Portfolio will not (i) enter into any futures contracts or options on
futures contracts if immediately thereafter the aggregate of the market
value of the outstanding futures contracts of the Portfolio and the market
value of the currencies and futures contracts subject to outstanding
options written by the Portfolio would exceed 50% of the market value
of the total assets of the Portfolio.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act or
commodities contracts except for futures contracts and options on futures
contracts.


Related non-fundamental policy eliminated.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Portfolio may not invest in warrants if investment exceeds 5% of the
Portfolio's net assets.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in warrants.
The Portfolio will also not purchase puts, calls, straddles, spreads
and any combination thereof if the investment exceeds 5% of total assets.
Policy eliminated.

Non-fundamental Investment Policies:
The Portfolio is permitted to invest up to 25% of its assets in debt
securities issued by Argentine government entities.
Policy eliminated.
The Portfolio invests at least 65%, and normally substantially more,
of its assets in Government securities and income-producing securities.
Policy eliminated.
The Portfolio may enter into forward commitments for up to 30% of its
total assets.
The Portfolio may enter into forward commitments.
The Portfolio may make loans of portfolio securities of up to 20%
of net assets.
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act.
The Portfolio may invest up to 15% of its total assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no
more than 15% of net assets or such other amount permitted by guidance
regarding the 1940 Act.
The Portfolio will limit its investments in standby commitments so that
the aggregate purchase price of the securities subject to the commitments
does not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.


SK 00250 0073 695658

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
BALANCED SHARES PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to achieve a high return through a
combination of current income and capital appreciation.
Non-fundamental:
The Portfolio's investment objective is total return consistent with
reasonable risk, through a combination of income and long-term growth of
capital.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value
of its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of an issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets at
the time an investment is made in the securities of issuers conducting their
principal business activities in any one industry, except that there is no
such limitation with respect to U.S. Government Securities or certificates
of deposit, bankers' acceptances and interest-bearing deposits (for purposes
of this investment restriction, the electric, gas, telephone and water
business shall each be considered as a separate industry).
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and regulations
thereunder (as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not
exceeding 15% of its total assets at the time of borrowing.











Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue any securities senior to the capital stock offered
hereby.
Policy eliminated.  See above.
The Portfolio may not issue senior securities, except as permitted under the
1940 Act and interpretations thereunder.
Policy eliminated.  See above.
The Portfolio may not borrow money, or sell securities short, except that
the Portfolio may borrow in an amount up to 10% of its total assets to meet
redemption requests and for the clearance of purchases and sales of
portfolio securities (this borrowing provisions is not for investment leverage
but solely to enable the Portfolio to meet redemption requests where the
liquidation of portfolio securities is deemed to be disadvantageous or
inconvenient and to obtain such short-term credits as may be necessary for
the clearance of purchases and sales of portfolio securities; all borrowings
at any time outstanding will be repaid before any additional investments are
made; the Portfolio will not mortgage, pledge or hypothecate any assets in
connection with any such borrowing in excess of 15% of the Portfolio's total
assets).
Policy eliminated.  See above.
The Portfolio may not purchase securities on margin.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio).
Policy eliminated.  See above.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets
in repurchase agreements not terminable within seven days.
Policy eliminated.
The Portfolio may not purchase the securities of any other investment company
except in a regular transaction in the open market.










Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may not retain investments in the securities of any issuer if
directors or officers of the Fund or certain other interested persons own more
than 5% of such securities.
Policy eliminated.
The Portfolio may not invest in other companies for the purpose of exercising
control of management.
Policy eliminated.
The Portfolio may not underwrite securities issued by other persons.
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended (the
"Securities Act").
The Portfolio may not purchase any securities as to which it would be deemed
a statutory underwriter under the Securities Act.
Policy eliminated.  See above.
The Portfolio may not purchase or sell commodities or commodity contracts.




Related non-fundamental policy:
The Portfolio will not purchase or sell commodities.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.

Related non-fundamental policy eliminated.

Non-fundamental Investment Policies:
The Portfolio may enter into forward commitments for up to 30% of its total
assets.
The Portfolio may enter into forward commitments.
The Portfolio may make loans of portfolio securities up to 30% of its assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.
The Portfolio will not purchase or sell real estate.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio will not make loans to other persons, except as permitted under
the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may write covered call options listed on a domestic securities
exchange to realize income.  No option will be written by the Portfolio if, as
a result, more than 25% of the Portfolio's assets are subject to call options.
The Portfolio may write covered call options to realize income.  No option
will be written by the Portfolio if, as a result, more than 25% of the
Portfolio's assets are subject to call options.
Except as stated above, the Portfolio may purchase or sell puts or calls or
combinations thereof.
Policy eliminated.
The Portfolio may invest in foreign securities.
Policy eliminated.  See below.

The Portfolio will not purchase a security if as a result of such purchase
less than 25% of its total assets will be in fixed income senior securities
(including short- and long-term debt securities, preferred stocks, convertible
debt securities to the extent their values are attributable to their fixed
income characteristics); this policy may be changed by the Fund's Board of
Directors only with 60 days' prior shareholder notice.

The Portfolio may invest in equity and fixed-income securities of foreign
issuers.


SK 00250 0073 695650















6

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND
BALANCED WEALTH STRATEGY PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio seeks to achieve the highest total return consistent with
Alliance's determination of reasonable risk.
Non-fundamental:
The Portfolio seeks to achieve the highest total return consistent with
Alliance's determination of reasonable risk.

Fundamental Investment Policies:
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objective and policies; (b) the
lending of portfolio securities; or (c) the use of repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such
statutes, rule or regulations may be amended from time to time), or by
guidance regarding, and interpretations of, or exemptive orders
under, the 1940 Act.
The Portfolio may not borrow money or issue senior securities except to
the extent permitted by the 1940 Act.













Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in the
event asset coverage falls below 300%, a Portfolio must within three days
reduce the amount of its borrowing to such an extent that the asset coverage
of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber
its assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising control.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein and securities that are secured by real estate, provided
such securities are securities of the type in which a Portfolio may invest.

The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts,
including futures contracts (except foreign currencies, futures on
securities, currencies and securities indices and forward contracts or
contracts for the future acquisition or delivery of securities and foreign
currencies and other similar contracts and options on the foregoing).
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.
The Portfolio may not invest more than 5% of its total assets in the
securities of any one issuer  (other than U.S. Government securities,
repurchase agreements relating thereto, and securities of other investment
companies), although up to 25% of the Portfolio's total assets may be invested
without regard to this restriction.
The Portfolio is diversified.
The Portfolio may not invest more than 25% or more of its total assets in the
securities of any one industry.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.

Non-fundamental Investment Policies:
The Portfolio may invest without limit in non-U.S. securities, although it
generally will not invest more than 25% of its total assets in such
securities. The Portfolio may invest without limit in non-U.S. securities,
although it generally will not invest more than 35% of its total assets in
such securities. The Portfolio may invest up to 10% of its net assets in
convertible securities. The Portfolio may invest in convertible securities.
The Portfolio may write covered exchange-traded call options on its
securities up to 15% of its total assets, and purchase exchange-traded call
and put options on common stocks up to 10% of its total assets.
The Portfolio may write covered exchange-traded call options on its securities
and may purchase exchange-traded call and put options on common stocks

The Portfolio may purchase put and call options.
The Portfolio may make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of
its net assets is held as collateral for such short sales.
The Portfolio may make short sales of securities or maintain a short position.
The Portfolio may invest up to 5% of its total assets in rights or warrants,
but only if Alliance deems the underlying equity securities themselves
inappropriate for inclusion in the Portfolio's portfolio.
The Portfolio may invest in rights and warrants.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may make loans of portfolio securities up to 33-1/3% of its
total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio generally may not invest more than 10% of its total assets in
asset-backed securities without obtaining appropriate regulatory relief.
Policy eliminated.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.

SK 00250 0073 695913















3

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
GLOBAL BOND PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek a high level of return from a
combination of current income and capital appreciation by investing in a
globally diversified portfolio of high-quality debt securities denominated in
the U.S. Dollar and a range of foreign currencies.
Non-fundamental:
The Portfolio's investment objective is to seek a high level of return from a
combination of current income and capital appreciation by investing in a
globally diversified portfolio of high-quality debt securities denominated in
the U.S. Dollar and a range of foreign currencies.

Fundamental Investment Policies:
The Portfolio may not invest 25% or more of its total assets in securities of
companies engaged principally in any one industry except that this restriction
does not apply to U.S. Government Securities.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio may not borrow money except from banks for temporary or
emergency purposes, including the meeting of redemption requests which might
require the untimely disposition of securities; borrowing in the aggregate may
not exceed 15%, and borrowing for purposes other than meeting redemptions may
not exceed 5% of the value of the Portfolio's total assets (including the
amount borrowed) less liabilities (not including the amount borrowed) at the
time the borrowing is made; securities will not be purchased while borrowings
in  excess of 5% of the value of the Portfolio's total assets are outstanding.



Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities, except as permitted under the
1940 Act and interpretations thereunder.
Policy eliminated.  See above policy.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowing.
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objectives and policies;
(b) the lending of portfolio securities; or (c) the use of repurchase
agreements. The Portfolio may not make loans except through (i) the purchase
of debt obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not participate on a joint or joint and several basis in
any securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not sell securities short or maintain a short position,
unless at all times when a short position is open it owns an equal amount
of such securities or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same issue as, and
equal in amount to, the securities sold short (short sales against the box),
and unless not more than 10% of the Portfolio's net assets (taken at market
value) is held as collateral for such sales at any one time (it is the
Portfolio's present intention to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes).
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may sell securities short or maintain a short position.
The Portfolio may not purchase a security if, as a result (unless the security
is acquired pursuant to a plan of reorganization or an offer of exchange), the
Portfolio would own any securities of an open-end investment company or more
than 3% of the total outstanding voting stock of any closed-end investment
company, or more than 5% of the value of the Portfolio's total assets would be
invested in securities of any one or more closed-end investment companies.





Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.






Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
(except currencies, futures contracts on currencies and related options,
forward currency exchange contracts or contracts for the future acquisition
or delivery of fixed-income securities and related options, futures contracts
and options on futures contracts and other similar contracts).

Related non-fundamental policy:
The Portfolio adheres to two percentage restrictions on the use of futures
contracts.  The first restriction is that the Portfolio will not enter into
any future contracts and options on futures contracts if immediately
thereafter the amount of initial margin deposits on all the futures contracts
of the Portfolio and premiums paid on options on futures contracts would
exceed 5% of the total assets of the Portfolio.  The second restriction is
that the aggregate market value of the futures contracts held by the Portfolio
not exceed 50% of the total assets of the Portfolio.  Neither of these
restrictions will be changed by the Portfolio without considering the policies
and concerns of the various applicable federal and state regulatory agencies.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.




Related non-fundamental policy eliminated.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
[...in connection with the qualification of its shares for sale in certain
states] the Portfolio may not invest in warrants if, such warrants valued at
the lower cost or market, would exceed 5% of the value of the Portfolio's net
assets.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in rights and warrants.

Non-fundamental Investment Policies:
The Portfolio may make loans of portfolio securities of up to 20% of its
assets.
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may purchase and sell forward currency exchange contracts for up
to 50% of its assets.
The Portfolio may purchase and sell forward currency exchange contracts.


SK 00250 0073 695656















5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
GLOBAL DOLLAR GOVERNMENT PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek a high level of current
income.
Its secondary investment objective is capital appreciation.
Non-fundamental:
The Portfolio's investment objective is to seek a high level of current
income.
Its secondary investment objective is capital appreciation.

Fundamental Investment Policies:
The Portfolio may not invest 25% or more of its total assets in
securities of companies engaged principally in any one industry
except that this restriction does not apply to U.S. Government Securities.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not borrow money, except (a) the Portfolio may, in
accordance with provisions of the 1940 Act, borrow money from banks for
temporary or emergency purposes, including the meeting of redemption
requests which might require the untimely disposition of securities;
borrowing in the aggregate may not exceed 15%, and borrowing or purposes
other than meeting redemptions may not exceed 5% of the value of the
Portfolio's total assets (including the amount borrowed) at the time the
borrowing is made; outstanding borrowings in excess of 5% of the value
of the Portfolio's total assets will be repaid before any subsequent
investments are made and (b) the Portfolio may enter into reverse
repurchase agreements and dollar rolls.




Related non-fundamental policies:
While it does not currently intend to do so, the Portfolio reserves the
right to borrow an amount not to exceed one-third of the Portfolio's net
assets.
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings
of the Portfolio.  In addition, under the 1940 Act, in the event asset
coverage falls below 300%, a Portfolio must within three days reduce
the amount of its borrowing to such an extent that the asset coverage
of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps are not deemed to involve the issuance of a senior security.

New non-fundamental policy:
The Portfolio may enter into reverse repurchase agreements and dollar rolls.

Related non-fundamental policies eliminated.
The Portfolio may not issue senior securities, except as permitted under
the 1940 Act and interpretations thereunder.
Policy eliminated.  See above.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber
its assets, except to secure permitted borrowing.
Policy eliminated.
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objectives and policies; (b)
the lending of portfolio securities; or (c) the use of repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies; (ii)
the lending of portfolio securities; (iii) the use of repurchase agreements;
or (iv) the making of loans to affiliated funds as permitted under the 1940
Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding,
and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain a short
position, unless at all times when a short position is open it owns an equal
amount of such securities or securities convertible into or exchangeable for
(without payment of any further consideration) securities of the same
issue as, and equal in amount to, the securities sold short (short sales
against the box), and unless not more than 10% of the Portfolio's net assets
(taken at market value) is held as collateral for such sales at any one
time (it being the Portfolio's present intention to make such sales only
for the purpose of deferring realization of gain or loss for federal
income tax purposes).

Related non-fundamental policy:
The Portfolio may make short sales of securities "against the box" or
maintain a short position of up to 10% of its net assets.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may sell securities short or maintain a short position.



Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate, except that it
may purchase and sell securities of companies which deal in real estate or
interests therein and securities that are secured by real estate, provided
such securities are securities of the type in which the Portfolio may invest.
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of securities
or other instruments.  This restriction does not prohibit the Fund from
investing in securities or other instruments backed by real estate or in
securities of companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts,
including futures contracts (except forward commitment contracts or
contracts for the future acquisition or delivery of debt securities.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act
or commodities contracts except for futures contracts and options on
futures contracts.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act
or by guidance regarding the 1940 Act, or interpretations thereof, and
(ii) that the Portfolio may obtain such short-term credits as are necessary
for the clearance of portfolio transactions, and the Portfolio may make
margin payments in connection with futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial instruments.

Non-fundamental Investment Policies:
The Portfolio may invest up to 10% of its total assets in other investment
companies whose investment objectives and policies are consistent with
those of the Portfolio.






Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may enter into forward commitments for up to 30% of its
total assets.
The Portfolio may enter into forward commitments.
The Portfolio will limit its investments in standby commitments so that
the aggregate purchase price of the securities subject to the commitments
does not exceed 20% of its assets.
Policy eliminated.
The Portfolio may make loans of portfolio securities of up to 30% of its
net assets.
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute,
rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may invest in illiquid securities of up to 15% of its total
assets.
The Portfolio will limit its investment in illiquid securities to no more
than 15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may invest up to 25% of its total assets in Participations
and Assignments.
The Portfolio may invest in Participations and Assignments.
Alliance expects that the average weighted maturity of the Portfolio's
investments will normally range between five and 25 years.
Policy eliminated.


SK 00250 0073 695670

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND
GLOBAL RESEARCH GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek long-term growth of capital.
Non-fundamental:
The Portfolio's investment objective is to seek long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not invest 25% or more of its total assets in the same
industry, except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
The Portfolio may not make loans to other persons except that the Portfolio
may (i) lend its portfolio securities in accordance with its investment
policies in amounts up to 33-1/3% of its total assets taken at market value,
(ii) purchase money market securities and enter into repurchase agreements,
and (iii) acquire publicly distributed or privately placed debt securities
and purchase debt.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not with respect to 75% of its assets (i) have more
than 5% of its assets invested in any one issuer and (ii) own more than 10%
of the outstanding voting securities of any one issuer.
The Portfolio is diversified.
The Portfolio may not purchase the securities of any one issuer, other than
the U.S. Government and its agencies or instrumentalities, if immediately
after and as a result of such purchase (a) the value of the holdings of the
Portfolio in the securities of such issuer exceeds 25% of the value of the
Portfolio's total assets, or (b) the Portfolio owns more than 25% of the
outstanding securities of any one class of securities of such issuer.
Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate or otherwise encumber
its assets, except as may be necessary in connection with permissible
borrowings mentioned in investment restriction (g) [borrowing policy]
listed below.
Policy eliminated.
The Portfolio may not purchase the securities of any other investment company
or investment trust, except when such purchase is part of a merger,
consolidation or acquisition of assets.









Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities or borrow money, except as
permitted by the 1940 Act and the regulations and interpretations thereunder.












Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate unless acquired as a result
of the ownership of securities or other instruments; provided that this
restriction shall not prohibit the Portfolio from investing in securities or
other instruments backed by real estate or in securities of companies engaged
in the real estate business.
The Fund may not purchase or sell real estate except that it may dispose of
real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell physical commodities unless acquired as
a result of the ownership of securities or instruments; provided that this
restriction shall not prohibit the Portfolio from (i) engaging in permissible
options and futures transactions and forward foreign currency contracts in
accordance with the Portfolio's investment policies, or (ii) investing in
securities of any kind.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities or securities in private
placements under circumstances in which, if such securities were sold,
the Portfolio might be deemed to be an underwriter within the meaning of
the Securities Act.
The Portfolio may not act as an underwriter of securities, except that a
Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended
(the "Securities Act").

Non-fundamental Investment Policies:
The Portfolio may invest up to 10% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio will limit its investments in standby commitments so that
the aggregate purchase price of the securities subject to the commitments
does not exceed 20% of its assets.
Policy eliminated.
The Portfolio will not lend portfolio securities in excess of 33-1/3% of the
value of its total assets (including collateral).
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will not write put options unless adequate liquid assets are
set aside until the expiration of the put option to cover the aggregate
exercise price of the securities to be acquired by the Portfolio pursuant
to the put option.  The Portfolio will only write call options if such writing
does not result in a short position.  The Portfolio will maintain the
underlying securities until the expiration date of the call option granted
by the Portfolio.  However, the Portfolio may dispose of the underlying
securities in declining markets as long as the market is sufficiently liquid
to enable the Portfolio to cover its position at any time and the aggregate of
the exercise prices payable under the call options written are not greater
than 25% of the Portfolio's net assets.
Policy eliminated.
The Portfolio will not purchase or sell any option, unless the option is
quoted on a stock exchange or dealt in on a regulated market, and provided
that immediately after its acquisition, the aggregate of the acquisition
prices of all options held by the Portfolio (in terms or premiums paid) is not
greater than 15% of the Portfolio's net assets.
Policy eliminated.
The aggregate acquisition cost (in terms of premiums paid) of all options on
securities and such options on interest rate futures and other financial
instruments purchased by the Portfolio for purposes other than hedging, shall
not exceed 15% of the Portfolio's net assets.
Policy eliminated.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695914















4

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
GLOBAL TECHNOLOGY PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is growth of capital.  Current income is
incidental to the Portfolio's objective.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not with respect to 75% of its total assets, have such
assets represented by other than (a) cash and cash items, (b) securities
issued or guaranteed as to principal or interest by the U.S. Government or
its agencies or instumentalities, or (c) securities of any one issuer (other
than the U.S. Government and its agencies or instrumentalities) not greater in
value than 5% of the Portfolio's total assets, and not more than 10% of the
outstanding voting securities of such issuer.
The Portfolio is diversified.
The Portfolio may not purchase the securities of any one issuer, other than
the U.S. Government and its agencies or instrumentalities, if immediately
after and as a result of such purchase (a) the value of the holdings of the
Portfolio in the securities of such issuer exceeds 25% of the value of the
Portfolio's total assets, or (b) the Portfolio owns more than 25% of the
outstanding securities of any one class of securities of such issuers.
Policy eliminated.  See above.
The Portfolio may not concentrate its investments in any one industry, but
the Portfolio has reserved the right to invest up to 25% of its total assets
in a particular industry.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities
The Portfolio may not invest in the securities of any issuer which has a
record of less than thee years of continuous operation (including the
operation of any predecessor) if such purchase at the time thereof would
cause 10% or more of the value of the total assets of the Portfolio to be
invested in the securities of such issuer or issuers.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain a short
position or write put options.
Policy eliminated.
The Portfolio may not mortgage, pledge or hypothecate or otherwise encumber
its assets, except as may be necessary in connection with permissible
borrowings mentioned in investment restriction [borrowing] below.
Policy eliminated.
The Portfolio may not purchase the securities of any other investment company
or investment trust, except when such purchase is part of a merger,
consolidation or acquisition of assets.









Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real property (including limited
partnership interest but excluding readily marketable interests in real estate
investment trusts or readily marketable securities of companies which invest
in real estate) commodities or commodity contracts.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase participations or other direct interests in
oil, gas, or other mineral exploration or development programs.
Policy eliminated.
The Portfolio may not participate on a joint or joint and several basis in
any securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purposes of exercising
control.
Policy eliminated.
The Portfolio may not purchase securities on margin, but it may obtain such
short-term credits from banks as may be necessary for the clearance of
purchases and sales of securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Portfolio may not make loans of its assets to any other person, which
shall not be considered as including the purchase of portion of an issue of
publicly-distributed debt securities; except that the Portfolio may purchase
non-publicly distributed securities subject to the limitations applicable to
restricted or not readily marketable securities and except for the lending of
portfolio securities.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not borrow money except for the short-term credits from
banks referred to in paragraph [re margin] and except for temporary or
emergency purposes and then only from banks and in an aggregate amount not
exceeding 5% of the value of its total assets at the time any borrowing is
made. Money borrowed by the Portfolio will be repaid before the Portfolio
makes any additional investments.







Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issuer senior securities, except as permitted under the
1940 Act and interpretations thereunder.
Policy eliminated.  See above.
The Portfolio may not act as an underwriter of securities of other issuers,
except that the Portfolio may acquire restricted or not readily marketable
securities under circumstances where, if sold, the Portfolio might be deemed
to be an underwriter for purposes of the Securities Act.
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
The Portfolio will not invest more than 10% of its net assets in aggregate in
restricted securities and not readily marketable securities.
Policy eliminated.
The Portfolio may not purchase or retain the securities of any issuer if, to
the knowledge of the Portfolio's management, those officers and directors of
the Portfolio, and those employees of the Adviser, who each owns beneficially
more than one-half of 1% of the outstanding securities of such issuer together
own more than 5% of the securities of such issuer.
Policy eliminated.

Non-fundamental Investment Policies:
The Portfolio invests primarily in securities of companies expected to benefit
from technological advances and improvements (i.e., companies that use
technology extensively in the development of new or improved products or
processes).  The Portfolio will normally invest at least 80% of its net assets
in the securities of these companies.
Under normal circumstances, the Portfolio invests at least 80% of its net
assets in securities of companies that are involved in the production,
creation or marketing of technology, technology services or use technology
extensively in the development of new or improved products or processes.
The Portfolio may write covered call options on its securities of up to 15% of
its total assets and purchase exchange-listed call and put options, including
exchange-traded index put options of up to, for all options, 10% of its total
assets.

Related non-fundamental policy:
It is the Portfolio's policy not to write a call option if the premium to be
received by the Portfolio in connection with such options would not produce an
annualized return of at least 15% of the then market value of the securities
subject to the option.  The Portfolio will not sell a call option written or
guaranteed by it if, as a result of such sale, the aggregate of the
Portfolio's securities subject to outstanding call options (valued at the
lower of the option price or market value of such securities) would
exceed 15% of the Portfolio's total assets.  The Portfolio will not sell
any call option if such sale would result in more than 10% of the
Portfolio's assets being committed to call options written by the Portfolio
which, at the time of sale by the Portfolio, have a remaining term of more
than 100 days.
The Portfolio may write covered call options and purchase exchange-listed call
and put options, including exchange-traded index put options.



Related non-fundamental policy eliminated.
The Portfolio may invest up to 10% of its total assets in warrants.
The Portfolio may invest in warrants.
The Portfolio may make loans of portfolio securities of up to 30% of its total
assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more
than 15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.


SK 00250 0073 695894















5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCEBERNSTEIN GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to provide long-term growth of
capital.  Current income is incidental to the Portfolio's objective.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio will not invest more than 5% of its total assets in securities
of any one issuer (other than U.S. Government Securities and repurchase
agreements relating thereto), although up to 25% of the Portfolio's total
assets may be invested without regard to this restriction.
The Portfolio is diversified.
The Portfolio will not invest 25% or more of its total assets in the
securities of  any one industry.  Obligations of a foreign government and
its agencies or instrumentalities constitute a separate "industry" from those
of another foreign government.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio will not borrow money in excess of 15% of the value (taken at
the lower of cost or current value) of its total assets (not including the
amount borrowed) at the time the borrowing is made, and then only from banks
as a temporary measure to facilitate the meeting of redemption requests (not
for leverage) which might otherwise require the untimely disposition of
portfolio investments or pending settlement of securities transactions or
for extraordinary or emergency purposes.





Related non-fundamental policies:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not purchase additional securities in excess of 5% of the
value of its total assets until all of the Portfolio's outstanding borrowings
(as permitted and described above) have been repaid.
The Portfolio will not pledge, mortgage, hypothecate or otherwise encumber an
amount of its assets taken at current value in excess of 15% of its total
assets (taken at the lower of cost or current value) and then only to secure
borrowings permitted by [fundamental borrowing policy].
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policies eliminated.
The Portfolio will not issue any senior security (as that term is defined in
the 1940 Act), if such issuance is specifically prohibited by the 1940 Act or
the rules and regulations promulgated thereunder.
Policy eliminated.  See above.
The Portfolio will not underwrite securities issued by other persons except to
the extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under certain federal
securities laws.
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended.
The Portfolio will not purchase or retain real estate or interests in real
estate, although the Portfolio may purchase securities which are secured by
real estate and securities of companies which invest in or deal in real
estate.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio will not make loans to other persons, except by the purchase of
obligations in which the Portfolio may invest consistent with its investment
policies and by entering into repurchase agreements, or by lending its
portfolio securities representing not more than 25% of its total assets.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will not purchase and sell futures contracts and related
options.




Related non-fundamental policies:
The Portfolio will not purchase commodities or commodity contracts, provided
that this shall not prevent the Portfolio from entering into securities index
futures contracts, foreign currency futures contracts, forward currency
exchange contracts and options (including options on any of the foregoing) to
the extent such action is consistent with the Portfolio's investment objective
and policies.
The Portfolio will not enter into a futures contract if, immediately
thereafter, the value of securities and other obligations underlying such
futures contracts would exceed 50% of the Portfolio's total assets.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.

Related non-fundamental policies eliminated.

Non-fundamental Investment Policies:
The Portfolio may invest up to 25% of its total assets in lower-rated, fixed-
income securities and convertible bonds.
Policy eliminated.
The Portfolio may invest without limit in foreign securities but will
generally not invest more than 20% of its assets in such securities.
The Portfolio may invest without limit in foreign securities.
The Portfolio may make loans of portfolio securities up to 25% of its total
assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may invest up to 15% of its total assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may enter into repurchase agreements for up to 25% of its total
assets.
The Portfolio may enter into repurchase agreements.
The Portfolio will not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as may be necessary for the
clearance of purchases and sales of securities, and except that the Portfolio
may make margin payments in connection with futures contracts, options on
futures contracts, options, forward currency exchange contracts or options on
foreign currencies.
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Portfolio will not make short sales of securities or maintain a short
position for the account of the Portfolio unless at all times when a short
position is open it owns an equal amount of such securities or unless by
virtue of its ownership of other securities it has at all such times a right
to obtain securities (without payment of further consideration) equivalent in
kind and amount to the securities sold, provided that if such right is
conditional the sale is made upon equivalent conditions and further provided
that the Portfolio will not make such short sales with respect to securities
having a value in excess of 5% of its total assets.
Policy eliminated.
The Portfolio will not write, purchase or sell any put or call option or any
combination thereof, provided that this shall not prevent the Portfolio from
writing, purchasing and selling puts, calls or combinations thereof with
respect to securities, indexes of securities or foreign currencies, and with
respect to futures contracts.
Policy eliminated.
The Portfolio will not purchase voting securities of any issuer if the
purchase, at the time thereof, would cause more than 10% of the outstanding
voting securities of such issuer to be held by the Portfolio; or purchase
securities of any issuer if such purchase at the time thereof would cause more
than 10% of any class of securities of such issuer to be held by the
Portfolio.
Policy eliminated.
The Portfolio will not invest in securities of any issuer if, to the knowledge
of the Fund, officers and Directors of such Fund and officers and directors of
the Adviser who beneficially own more than 0.5% of the shares of securities of
that issuer together own more than 5%.
Policy eliminated.
The Portfolio will not purchase securities issued by any other registered
investment company or investment trust except that (A) by purchase in the open
market where no commission or profit to a sponsor or dealer results from such
purchase other than the customary brokers commission, or (B) where no
commission or profit to a sponsor or dealer results from such purchase, or
(C) when such purchase, though not made in the open market, is part of a plan
of merger of consolidation provided, however, that the Portfolio will not
purchase such securities if such purchase at the time thereof would cause
more than 5% of its total assets (taken at market value) to be invested in
the securities of such issuers; and, provided further, that the Portfolio's
purchases of securities issued by an open-end investment company will be
consistent with the provisions of the 1940 Act.

Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.










Related non-fundamental policy eliminated.
The Portfolio will not make investments for the purpose of exercising control
or management.
Policy eliminated.
The Portfolio will not participate on a joint or joint and several basis in
any trading account in securities.
Policy eliminated.
The Portfolio will not invest in interests in oil, gas, or other mineral
exploration or development programs, although the Portfolio may purchase
securities which are secured by such interests and may purchase securities
of issuers which invest in or deal in oil, gas or other mineral exploration
or development programs.
Policy eliminated.
The Portfolio will not purchase warrants, if, as a result, the Portfolio would
have more than 5% of its total assets invested in warrants or more than 2% of
its total assets invested in warrants that are not listed on the Exchange or
the American Stock Exchange.
Policy eliminated.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.

SK 00250 0073 695678















5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
HIGH YIELD PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to earn the highest level of current
income available without assuming undue risk by investing principally in high-
yielding fixed-income securities rated Baa or lower by Moody's or BBB or lower
by S&P or Fitch or, if unrated, of comparable quality as determined by
Alliance.  As a secondary objective, the Portfolio seeks capital appreciation.
Non-fundamental:
The Portfolio's investment objective is to earn the highest level of current
income available without assuming undue risk by investing principally in high-
yielding fixed-income securities rated Baa or lower by Moody's or BBB or lower
by S&P or Fitch or, if unrated, of comparable quality as determined by
Alliance.  As a secondary objective, the Portfolio seeks capital appreciation.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value of
its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of an issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets
at the time an investment is made in the securities of issuers conducting
their principal business activities in any one industry, except that there is
no such limitation with respect to U.S. Government Securities or certificates
of deposit, bankers' acceptances and interest-bearing deposits (for purposes
of this investment restriction, the electric, gas, telephone and water
business shall each be considered as a separate industry).
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow
money only for extraordinary or emergency purposes and then only in amounts
not exceeding 15% of its total assets at the time of borrowing.











Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings
of the Portfolio.  In addition, under the 1940 Act, in the event asset
coverage falls below 300%, a Portfolio must within three days reduce the
amount of its borrowing to such an extent that the asset coverage of its
borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue any senior securities as defined in the 1940 Act
(except to the extent that when-issued securities transactions, forward
commitments or stand-by commitments, or loans of portfolio securities may be
considered senior securities).
Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio).
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets
in repurchase agreements not terminable within seven days.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in repurchase agreements.
The Portfolio may not invest more than 5% of the value of its total assets at
the time an investment is made in the non-convertible preferred stock of
issuers whose non-convertible preferred stock is not readily marketable.
Policy eliminated.
The Portfolio may not act as securities underwriter except that the Portfolio
may acquire restricted or not readily marketable securities under
circumstances where, if such securities are sold, the Portfolio might be
deemed to be an underwriter for purposes of the Securities Act.
The Portfolio may not act as an underwriter of securities, except that
the Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended (the
"Securities Act").
The Portfolio may not invest in commodities or commodity contracts, except
that the Portfolio may purchase financial futures as described in the
Prospectuses.


Related non-fundamental policy:
The Portfolio may not enter into futures contracts or related options thereon
if immediately thereafter the amount committed to margin plus the amount paid
for option premiums exceeds 5% of the Portfolio's total assets.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act
or commodities contracts except for futures contracts and options on futures
contracts.

Related non-fundamental policy eliminated.
The Portfolio may not engage in the purchase or sale of real estate, except
that the Portfolio may invest in securities secured by real estate or
interests therein or issued by companies, including real estate investment
trusts, which deal in real estate or interests therein.


Related non-fundamental policy:
The Portfolio may invest up to 5% of its total assets directly in residential
mortgages securing residential real estate (i.e., the Portfolio becomes the
mortgagee).
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.

Related non-fundamental policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control of management.
Policy eliminated.
The Portfolio may not participate on a joint, or on a joint and several,
basis in any trading account in securities.
Policy eliminated.
The Portfolio may not effect a short sale of any security.
Policy eliminated.
The Portfolio may not purchase securities on margin, but it may obtain
such short-term credits as may be necessary for the clearance of purchases
and sales of securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The Portfolio may not invest in the securities of any other investment
company except in connection with a merger, consolidation, acquisition of
assets or other reorganization.






Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.

Non-fundamental Investment Policies:
No forward commitments or when-issued securities will be made by the Portfolio
if, as a result, more than 20% [30% in P]of the value of the Portfolio's total
assets would be committed to such transactions.
The Portfolio may enter into forward commitments or when-issued transactions.
The Portfolio will not purchase any option if, immediately thereafter, the
aggregate cost of all outstanding options purchased by the Portfolio would
exceed 2% of the value of its total assets; the Portfolio will not write any
option (other than options on futures contracts) if, immediately thereafter,
the aggregate value of its portfolio securities subject to outstanding
options would exceed 15% of its total assets.
The Portfolio may purchase and write options.
The Portfolio may make loans of up to 30% of its assets. (P)
Consistent with applicable regulatory requirements, the Portfolio may loan
its portfolio securities. (SAI)
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may not make loans to other persons, except as permitted under
the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.


SK 00250 0073 695648















5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
INTERNATIONAL RESEARCH GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek to obtain a total
return on its assets from long-term growth of capital principally
through a broad portfolio of marketable securities of established
international companies, companies participating in foreign economies
with prospects for growth, including U.S. companies having their
principal activities and interests outside the U.S. and in foreign
government securities.  As a secondary objective, the Portfolio
attempts to increase its current income without assuming undue risk.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer
(including repurchase agreements with any one entity) other than
U.S. Government Securities, if immediately after such purchases
more than 5% of the value of its total assets would be invested
in such issuer, except that 25% of the value of the total assets
of a Portfolio may be invested without regard to such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the
outstanding securities of any issuer (for this purpose, all preferred
stock of an issuer shall be deemed a single class, and all indebtedness
of an issuer shall be deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total
assets at the time an investment is made in the securities of issuers
conducting their principal business activities in any one industry,
except that there is no such limitation with respect to U.S.
Government Securities or certificates of deposit, bankers'
acceptances and interest-bearing deposits (for purposes of
this investment restriction, the electric, gas, telephone
and water business shall each be considered as a separate industry).

Related non-fundamental policy:
As much as 25% of the value of the Portfolio's total assets may be
invested in the securities of issuers having their principal business
activities in the same industry.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.


Related non-fundamental policy eliminated.
The Portfolio may not borrow money, except that the Portfolio may
borrow money only for extraordinary or emergency purposes and then
only in amounts not exceeding 15% of its total assets at the time
of borrowing.


Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in
the event asset coverage falls below 300%, a Portfolio must within
three days reduce the amount of its borrowing to such an extent
that the asset coverage of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent permitted
by the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or
by guidance regarding, or interpretations of, or exemptive orders
under, the 1940 Act or the rules or regulations thereunder published by
appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral
arrangements, including, for example, with respect to permitted
borrowings, options, futures contracts, options on futures contracts
and other derivatives such as swaps are not deemed to involve the
issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities except as permitted
by the 1940 Act.
Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate any of its
assets, except as may be necessary in connection with permissible
borrowings described [in above policy] (in an aggregate amount not
to exceed 15% of total assets of the Portfolio).
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately
after such investment more than 10% of the Portfolio's total assets
(taken at market value) would be invested in such securities.


Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no
more than 15% of net assets or such other amount permitted by guidance
regarding the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total
assets in repurchase agreements not terminable within seven days.

Related non-fundamental policy:
The Portfolio may enter into repurchase agreements of up to seven days'
duration for up to 10% of the Portfolio's total assets.
Policy eliminated.



Related non-fundamental policy eliminated.

New related non-fundamental policy:
The Portfolio may enter into repurchase agreements with U.S.
Government securities.
The Portfolio may not purchase a security if, as a result, the
Portfolio would own any securities of an open-end investment
company or more than 3% of the total outstanding voting stock
of any closed-end investment company, or more than 5% of the
value of the Portfolio's total assets would be invested in
securities of any closed-end investment company or more than
10% of such value in closed-end investment companies in general,
unless the security is acquired pursuant to a plan of reorganization
or an offer of exchange.

Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of
its total assets in securities of other investment companies.
In addition, under the 1940 Act each Portfolio may not own more
than 3% of the total outstanding voting stock of any investment
company and not more than 5% of the value of each Portfolio's
total assets may be invested in the securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.


Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate (although it may
purchase securities secured by real estate or interest therein, or
issued by companies or investment trusts which invest in real estate
or interest therein).
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of
securities or other instruments.  This restriction does not prohibit
the Portfolio from investing in securities or other instruments backed by
real estate or in securities of companies engaged in the real estate business.
The Portfolio may not purchase or sell commodity contracts, provided,
however, that this policy does not prevent the Portfolio from entering into
forward currency exchange contracts.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange
Act or commodities contracts except for futures contracts and options
on futures contracts.
The Portfolio may not purchase securities on margin, except for use of the
short-term credit necessary for clearance of purchases of portfolio
securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act
or by guidance regarding the 1940 Act, or interpretations thereof, and
(ii) that the Portfolio may obtain such short-term credits as are
necessary for the clearance of portfolio transactions, and the
Portfolio may make margin payments in connection with futures contracts,
options, forward contracts, swaps, caps, floors, collars and other financial
instruments.
The Portfolio may not effect short sales of securities.
Policy eliminated.
The Portfolio may not act as an underwriter of securities, except
insofar as it might be deemed to be such for purposes of the Securities
Act with respect to the disposition of certain portfolio securities
acquired within the limitations of [above restriction].
The Portfolio may not act as an underwriter of securities, except that
the Portfolio may acquire restricted securities under circumstances in
which, if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended (the
"Securities Act").
The Portfolio may not purchase or retain the securities of any issuer if,
to the knowledge of the Adviser, the officers and directors of the Fund
and of the Adviser, who each own beneficially more than 1/2 of 1% of the
outstanding securities of such issuer, and together own beneficially more
than 5% of the securities of such issuers.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
management or control.
Policy eliminated.

Non-fundamental Investment Policies:

The Portfolio invests primarily in an international portfolio of
equity securities of companies within various market sectors selected
by Alliance for their growth potential.
Normally, the Portfolio will invest more than 80% of its assets in a
broad portfolio of marketable securities of established international
companies, companies participating in foreign economies with prospects
for growth, and foreign government securities including U.S. companies
that have their principal activities and interests outside the U.S.
Policy eliminated.
The Portfolio intends to diversify its investments broadly among
countries and normally invests in at least three foreign countries,
although it may invest a substantial portion of its assets in one or
more countries.
The Portfolio invests, under normal circumstances, in the equity
securities of companies domiciled in at least three countries
(and normally substantially more).  These countries may not include
the United States.
The Adviser at present does not intend to invest more than 10% of the
Portfolio's total assets in companies in, or governments of, developing
countries.
The Portfolio invests in companies in both developed and emerging market
countries.
The Portfolio may buy and sell foreign currencies or enter into forward
currency exchange contracts for up to 50% of its assets.
The Portfolio may buy and sell foreign currencies or enter into forward
currency exchange contracts.
The Portfolio may make loans of portfolio securities of up to 30%
of its total assets.
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act

The Portfolio may invest in convertible securities.
The Portfolio will not make loans to other persons, except as
permitted under the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of
debt obligations in accordance with its investment objectives and
policies; (ii) the lending of portfolio securities; (iii) the use
of repurchase agreements; or (iv) the making of loans to affiliated
funds as permitted under the 1940 Act, the rules and regulations
thereunder (as such statutes, rule or regulations may be amended
from time to time), or by guidance regarding, and interpretations
of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments does not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may invest in warrants.
The Portfolio may invest in rights or warrants.

The Portfolio will limit its investment in illiquid securities to
no more than 15% of net assets or such other amount permitted by
guidance regarding the 1940 Act.

The Portfolio may invest in forward commitments.


SK 00250 0073 695655

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
INTERNATIONAL VALUE PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is long-term growth of capital.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not make loans except through (a) the purchase of
debt obligations in accordance with its investment objective and
policies; (b) the lending of portfolio securities; or (c) the use
of repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not borrow money or issue senior securities except
to the extent permitted by the 1940 Act.


Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in
the event asset coverage falls below 300%, a Portfolio must within
three days reduce the amount of its borrowing to such an extent that
the asset coverage of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent
permitted by the 1940 Act or the rules and regulations thereunder
(as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, or interpretations of, or exemptive
orders under, the 1940 Act or the rules or regulations thereunder
published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives
such as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber
its assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it
may purchase and sell securities of companies which deal in real
estate or interests therein and securities that are secured by real
estate, provided such securities are securities of the type in which
a Portfolio may invest.
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of
securities or other instruments.  This restriction does not
prohibit the Portfolio from investing in securities or other
instruments backed by real estate or in securities of companies
engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity
contracts, including futures contracts (except foreign currencies,
futures on securities, currencies and securities indices and forward
currency exchange contracts or contracts for the future acquisition
or delivery of securities and foreign currencies and other similar
contracts and options on the foregoing).

Related non-fundamental policy:
The Portfolio will limit its use of futures contracts and options
on futures contracts so that either (i) the contracts or options
thereon are for "bona fide hedging" purposes as defined under
regulations of the Commodity Futures Trading Commission ("CFTC")
or (2) if for other purposes, no more than 5% of the liquidation
value of the Portfolio's total assets will be used for initial
margin of option premiums required to establish non-hedging positions.
The Portfolio may not purchase or sell commodities regulated by
the Commodity Futures Trading Commission under the Commodity
Exchange Act or commodities contracts except for futures contracts
and options on futures contracts.




Related non-fundamental policy eliminated.
The Portfolio may not concentrate more than 25% of its assets
in any particular industry group or group of industries.
The Portfolio may not concentrate investments in an industry,
as concentration may be defined under the 1940 Act or the rules
and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act
or the rules or regulations thereunder published by appropriate
regulatory authorities.

The Portfolio is diversified.

Non-fundamental Investment Policies:
The Portfolio may invest up to 20% of its total assets in
convertible securities.
The Portfolio may invest in convertible securities.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no
more than 15% of net assets or such other amount permitted by guidance
regarding the 1940 Act.
The Portfolio may invest up to 10% of its total assets in rights and warrants.
The Portfolio may invest in rights and warrants.
The Portfolio may make short sales of securities or maintain a short
position, but only if at all times when a short position is open not
more than 33% of the Portfolio's net assets is held as collateral for
such sales.
The Portfolio may make short sales of securities or maintain short positions.
The Portfolio may make loans of portfolio securities of up to 30% of
its total assets.
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or
by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act.
The Portfolio will limit its investments in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments does not exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of
its total assets in securities of other investment companies.  In
addition, under the 1940 Act each Portfolio may not own more than 3%
of the total outstanding voting stock of any investment company and
not more than 5% of the value of each Portfolio's total assets may be
invested in the securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute,
rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act
or the rules or regulations thereunder published by appropriate
regulatory authorities.

The Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act
or by guidance regarding the 1940 Act, or interpretations thereof, and
(ii) that the Portfolio may obtain such short-term credits as are
necessary for the clearance of portfolio transactions, and the
Portfolio may make margin payments in connection with futures
contracts, options, forward contracts, swaps, caps, floors,
collars and other financial instruments.


SK 00250 0073 695899

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objectives are in the following
order of priority - safety of principal, excellent liquidity,
and maximum current income to the extent consistent with the
first two objectives.
Non-fundamental:
The Portfolio's investment objectives are in the following order
of priority - safety of principal, excellent liquidity, and
maximum current income to the extent consistent with the first two
objectives.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the
value of its total assets would be invested in such issuer, except
that 25% of the value of the total assets of a Portfolio may be
invested without regard to such 5% limitation.
The Portfolio is diversified as required by the 1940 Act or Rule 2a-7.
The Portfolio may not acquire more than 10% of any class of the
outstanding securities of any issuer (for this purpose, all preferred
stock of an issuer shall be deemed a single class, and all indebtedness
of an issuer shall be deemed a single class.
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total
assets at the time an investment is made in the securities of issuers
conducting their principal business activities in any one industry,
except that there is no such limitation with respect to U.S. Government
Securities or certificates of deposit, bankers' acceptances and interest-
bearing deposits (for purposes of this investment restriction, the
electric, gas, telephone and water business shall each be considered
as a separate industry.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow]
money only for extraordinary or emergency purposes and then only in
amounts not exceeding 15% of its total assets at the time of borrowing.


Related fundamental policy:
The Portfolio may not issue senior securities, except as permitted
under the 1940 Act and interpretations thereunder.
The Portfolio may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent
permitted by the 1940 Act or the rules and regulations thereunder
(as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, or interpretations of, or exemptive
orders under, the 1940 Act or the rules or regulations thereunder
published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral
arrangements, including, for example, with respect to permitted
borrowings, options, futures contracts, options on futures contracts
and other derivatives such as swaps are not deemed to involve the
issuance of a senior security.

Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings
described in [above policy] (in an aggregate amount not to exceed 15%
of total assets of the Portfolio.
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately
after such investment more than 10% of the Portfolio's total assets
(taken at market value) would be invested in such securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no
more than 10% of net assets or such other amount permitted by guidance
regarding the 1940 Act.
The Portfolio may not invest more than 10% of the value of its total
assets in repurchase agreements not terminable within seven days.
Retain investments in repurchase agreements as a non-fundamental policy
but eliminate 10% and 7-day limitations.
The Portfolio may not purchase any security which has a maturity date
more than one year from the date of the Portfolio's purchase.
Policy eliminated.
The Portfolio may not make investments for the purpose of exercising control.
Policy eliminated.
The Portfolio may not purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition or
reorganization.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.
The Portfolio may not invest in real estate (other than money market
securities secured by real estate or interests therein or money market
securities issued by companies which invest in real estate or interests
therein).
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of securities
or other instruments.  This restriction does not prohibit the Fund from
investing in securities or other instruments backed by real estate or in
securities of companies engaged in the real estate business.
The Portfolio may not invest in commodities or commodity contracts.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act or
commodities contracts except for futures contracts and options on futures
contracts.
The Portfolio may not invest in interests in oil, gas and other mineral
exploration or other development programs.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain a short
position or write, purchase or sell puts, calls, straddles, spreads or
combinations thereof.
Policy eliminated.
The Portfolio may not purchase or retain securities of any issuers if
those officers and directors of the Fund and officers and directors of the
Adviser who own individually more than 11/2 of the outstanding securities of
such issuer together own more than 5% of the securities of such issuers.
Policy eliminated.
The Portfolio may not make loans to other persons, except as permitted
under the 1940 Act.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will not underwrite securities issued by other persons.
The Portfolio may not act as an underwriter of securities, except that
the Portfolio may acquire restricted securities under circumstances in
which, if such securities were sold, the Portfolio might be deemed to
be an underwriter for purposes of the Securities Act of 1933, as
amended (the "Securities Act").



SK 00250 0073 695632

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
REAL ESTATE INVESTMENT PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek a total return on its
assets from long-term growth of capital and from income principally
through investing in a portfolio of equity securities of companies
that are primarily engaged in or related to the real estate industry.
Non-fundamental:
The Portfolio's investment objective is total return from long-term
growth of capital and income.

Fundamental Investment Policies:
The Portfolio may not, with respect to 75% of its total assets, have
such assets represented by other than: (a) cash and cash items, (b)
U.S. Government Securities, or (c) securities of any one issuer
(other than the U.S. Government and its agencies or instrumentalities)
not greater in value than 5% of the Portfolio's total assets, and not
more than 10% of the outstanding voting securities of such issuer.
The Portfolio is diversified.
The Portfolio may not purchase the securities of any one issuer, other
than the U.S. Government and its agencies or instrumentalities, if as a
result (a) the value of the holdings of the Portfolio in the securities
of such issuer exceeds 25% of its total assets, or (b) the Portfolio
owns more than 25% of the outstanding securities of any one class of
securities of such issuer.
Policy eliminated.  See above.
The Portfolio may not invest 25% or more of its total assets in the
securities of issuers conducting their principal business activities
in any one industry, other than the real estate industry, in which the
Portfolio will invest at least 25% or more of its total assets, except
that this restriction does not apply to U.S. Government Securities.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not purchase or sell real estate, except that it
may purchase and sell securities of companies which deal in real
estate or interests therein, including Real Estate Equity Securities.
The Portfolio may not purchase or sell real estate except that it
may dispose of real estate acquired as a result of the ownership of
securities or other instruments.  This restriction does not prohibit
the Portfolio from investing in securities or other instruments backed
by real estate or in securities of companies engaged in the real estate
business.
The Portfolio may not borrow money except for temporary or emergency
purposes or to meet redemption requests, in an amount not exceeding
5% of the value of its total assets at the time the borrowing is made.



Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in
the event asset coverage falls below 300%, a Portfolio must within
three days reduce the amount of its borrowing to such an extent that
the asset coverage of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent
permitted by the 1940 Act or the rules and regulations thereunder
(as such statute, rules or regulations may be amended from time to time)
or by guidance regarding, or interpretations of, or exemptive orders
under, the 1940 Act or the rules or regulations thereunder published
by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives
such as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue any senior security within the meaning
of the 1940 Act except that the Portfolio may lend portfolio
securities in accordance with applicable law.
Policy eliminated.  See above.
The Portfolio may not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not make loans except through (a) the purchase or
debt obligations in accordance with its investment objectives and
policies; (b) the lending of portfolio securities; or (c) the use of
repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of
debt obligations in accordance with its investment objectives and
policies; (ii) the lending of portfolio securities; (iii) the use
of repurchase agreements; or (iv) the making of loans to affiliated
funds as permitted under the 1940 Act, the rules and regulations
thereunder (as such statutes, rule or regulations may be amended
from time to time), or by guidance regarding, and interpretations
of, or exemptive orders under, the 1940 Act.
The Portfolio may not participate on a joint or joint and several
basis in any securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain
a short position, unless at all times when a short position is
open not more than 25% of the Portfolio's net assets (taken at
market value) is held as collateral for such sales at any one time.
Policy eliminated.
The Portfolio may not purchase or sell commodities or commodity contracts
including futures contracts.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act or
commodities contracts except for futures contracts and options on futures
contracts.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act
or by guidance regarding the 1940 Act, or interpretations thereof, and
(ii) that the Portfolio may obtain such short-term credits as are
necessary for the clearance of portfolio transactions, and the Portfolio
may make margin payments in connection with futures contracts, options,
forward contracts, swaps, caps, floors, collars and other financial instruments.

Non-fundamental Investment Policies:
The Portfolio may invest up to 20% of its net assets in (a) securities
that directly or indirectly represent participations in, or are
collateralized by and payable from, mortgage loans secured by real
property ("mortgage-backed securities", such as mortgage pass-through
certificates, real estate mortgage investment conduit ("REMIC") certificates
and CMOs and (b) short-term investments.
The Portfolio may invest in (a) securities that directly or indirectly
represent participations in, or are collateralized by and payable from,
mortgage loans secured by real property ("mortgage-backed securities",
such as mortgage pass-through certificates, real estate mortgage
investment conduit ("REMIC") certificates and CMOs and (b) short-term
investments.
The Portfolio will limit its investments in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments does not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may invest up to 10% of its net assets in rights or warrants.
The Portfolio may invest in rights or warrants.
The Portfolio may invest up to 15% of its net assets in convertible
securities of companies whose common stocks are eligible for purchase
by the Portfolio.
The Portfolio may invest in convertible securities of companies whose
common stocks are eligible for purchase by the Portfolio.
The Portfolio may enter into forward commitments for up to 30% of
its total assets.
The Portfolio may enter into forward commitments.
The Portfolio may make short sales of securities or maintain a short
position provided that not more than 25% of the Portfolio's net assets
are held as collateral for such sales.
The Portfolio may make short sales of securities or maintain short positions.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no
more than 15% of net assets or such other amount permitted by guidance
regarding the 1940 Act.
The Portfolio may make loans of portfolio securities of up to 25% of
its total assets.
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act.
The Portfolio may enter into repurchase agreements of up to seven days'
duration.
The Portfolio may enter into repurchase agreements.
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.

SK 00250 0073 695897

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
SMALL/MID CAP VALUE PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is long-term growth of capital.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objective and policies; (b) the
lending of portfolio securities; or (c) the use of repurchase agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not borrow money or issue senior securities except to the
extent permitted by the 1940 Act.













Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein and securities that are secured by real estate, provided
such securities are securities of the type in which a Portfolio may invest.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.

The Portfolio is diversified.
The Portfolio may not purchase or sell commodities or commodity contracts,
including futures contracts (except foreign currencies, futures on securities,
currencies and securities indices and forward currency exchange contracts or
contracts for the future acquisition or delivery of securities and foreign
currencies and other similar contracts and options on the foregoing).

Related non-fundamental policy:
The Portfolio will limit its use of futures contracts and options on futures
contracts so that either (i) the contracts or options thereon are for "bona
fide hedging" purposes as defined under regulations of the Commodity Futures
Trading Commission ("CFTC") or (2) if for other purposes, no more than 5% of
the liquidation value of the Portfolio's total assets will be used for initial
margin of option premiums required to establish non-hedging positions.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.




Related non-fundamental policy eliminated.
The Portfolio may not concentrate more than 25% of its assets in any
particular industry group or group of industries.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.

Non-fundamental Investment Policies:
The Portfolio may invest up to 15% of its net assets in foreign securities.
The Portfolio may invest in foreign securities.
The Portfolio may invest up to 20% of its total assets in convertible
securities.
The Portfolio may invest in convertible securities.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.
The Portfolio may invest up to 10% of its total assets in rights and warrants.
The Portfolio may invest in rights and warrants.
The Portfolio may make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of
the Portfolio's net assets is held as collateral for such sales.
The Portfolio may make short sales of securities or maintain a short position.
The Portfolio may make loans of portfolio securities of up to 30% of its total
assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695902















3

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is high current income consistent with
preservation of capital.
Non-fundamental:
The Portfolio's investment objective is high current income consistent with
preservation of capital.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value
of its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of an issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets
at the time an investment is made in the securities of issuers conducting
their principal business activities in any one industry, except that there is
no such limitation with respect to U.S. Government Securities or certificates
of deposit, bankers' acceptances and interest-bearing deposits (for purposes
of this investment restriction, the electric, gas, telephone and water
business shall each be considered as a separate industry).
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not
exceeding 15% of its total assets at the time of borrowing.











Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities, except in connection with
permitted borrowing for extraordinary emergency purposes or loans of
portfolio securities.
Policy eliminated.  See above.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio).
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets
in repurchase agreements not terminable within seven days.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in repurchase agreements not terminable within seven
days.
The Portfolio may not participate on a joint or joint and several basis in any
securities trading accounts.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising control.
Policy eliminated.
The Portfolio may not sell securities short or maintain a short position,
unless at all times when a short position is open it owns an equal amount
of such securities or securities convertible into or exchangeable for, without
payment of any further consideration, securities of the same issue as, and
equal in amount to, the securities sold short (short sales against the box),
and unless not more than 10% of the Portfolio's net assets (taken at market
value) is held as collateral for such sales at any one time (it is the
Portfolio's present intention to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes).
Policy eliminated.
The Portfolio may not invest more than 5% of the value of its total assets at
the time an investment is made in the nonconvertible preferred stock of
issuers whose nonconvertible preferred stock is not readily marketable.
Policy eliminated.
The Portfolio may not invest in the securities of any investment company,
except in connection with a merger, consolidation, acquisition of assets
or other reorganization approved by the Fund's shareholders.








Related non-fundamental policy:
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets at
the time of investment in the aggregate of (a) nonconvertible preferred stock
of issuers whose senior debt securities are rated Aaa, Aa, or A by Moody's or
AAA, AA or A by S&P, provided that in no event may such nonconvertible
preferred stocks exceed in the aggregate 20% of the value of the Portfolio's
total asset at the time of investment; (b) debt securities of foreign issuers
which are rated Aaa, Aa or A by Moody's or AAA, AA or A by S&P; and
(c) convertible debt securities which are rated Aaa, Aa or A by Moody's,
or AAA, AA or A by S&P, provided that in no event may such securities exceed
in the aggregate 10% of the value of the Portfolio's total assets at the time
of investment.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interest therein.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
(except currencies, currency futures, forward contracts or contracts for the
future acquisition or delivery of fixed-income securities and related options)
and other similar contracts.

Related non-fundamental policy:
The Portfolio adheres to two percentage restrictions on the use of futures
contracts.  The first restriction is that the Portfolio will not enter into
any future contracts and options on futures contracts if immediately
thereafter the amount of initial margin deposits on all the futures contracts
of the Portfolio and premiums paid on options on futures contracts would
exceed 5% of the total assets of the Portfolio.  The second restriction is
that the aggregate market value of the futures contracts held by the Portfolio
not exceed 50% of the total assets of the Portfolio.  Neither of these
restrictions will be changed by the Portfolio without considering the policies
and concerns of the various applicable federal and state regulatory agencies.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.


Related non-fundamental policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.
The portfolio invests at least 65% of its total assets in (i) U.S. Government
securities, including mortgage-backed securities and repurchase agreements
relating to U.S. Government securities, and (ii) in other high-grade debt
securities rated AAA, AA, A by S&P or Fitch, Aaa, Aa or A by Moody's or, if
unrated, of equivalent quality.  U.S. Government securities in which the
Portfolio invests may include a significant amount of securities issued by
government-sponsored entities, such a FNMA or FHLMC, which are neither issued
nor guaranteed by the U.S. Treasury.
Policy eliminated.











The Portfolio is subject to the diversification requirements imposed by the
United States Internal Revenue Code of 1986, as amended (the "Code"), which,
among other things, limits the Portfolio to investing no more than 55% of its
total assets in any one investment.  For purposes of this test, (i) all
securities of the same issuer are treated as a single investment, and (ii) in
the case of securities issued or guaranteed by the United States or an agency
or instrumentality of the United States, each government agency or
instrumentality is considered a separate issuer.  Consistent with this
limitation, the Portfolio, as a matter of fundamental policy, invests at least
45% of its total assets in U.S. Government Securities.
Policy eliminated.















Non-fundamental Investment Policies:
The Portfolio may enter into forward commitments or when-issued transactions
for up to 30% of its total assets.
The Portfolio may enter into forward commitments or when-issued transactions.
The Portfolio may make loans of portfolio securities up to 30% of its assets.
The Portfolio may lend portfolio securities to the extent permitted under the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may invest up to 10% of its total asset in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.
The Portfolio may acquire debt securities and nonconvertible preferred stock
which may have voting rights, but in no case will the Portfolio acquire more
than 10% of the voting securities of any one issuers.
Policy eliminated.
The Portfolio will not enter into a credit default swap if the swap provides
for settlement by physical delivery and such delivery would result in the
Portfolio investing (i) less than 80% of its net assets in U.S. Government
or high-grade (AAA, AA or A, or Aaa, Aa or A) securities, or (ii) more
than 20% of its net assets in investment grade corporate debt securities.
Policy eliminated.
The Portfolio may not underwrite securities by other persons.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
The Portfolio may not make loans to other persons, except as permitted under
the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
The Portfolio may invest in standby commitments without limitation.
The average weighted maturity of the Portfolio's investments varies between
one year or less and 30 years.
Policy eliminated.


SK 00250 0073 695644















2

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
UTILITY INCOME PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek current income and
capital appreciation by investing primarily in equity and fixed-income
securities of companies in the utilities industry.
Non-fundamental:
The Portfolio's investment objective is current income and long-term
growth of capital.

Fundamental Investment Policies:
As a matter of fundamental policy, the Portfolio normally invests
at least 65% of its total assets in securities of companies in the
utilities industry.
Policy eliminated.


The Portfolio may not invest more than 5% of its total assets in the
securities of any one issuer except the U.S. Government, although with
respect to 25% of its total assets it may invest in any number of issuers.
The Portfolio is diversified.
The Portfolio may not invest 25% or more of its total assets in the
securities of issuers conducting their principal business activities in
any one industry, other than the utilities industry, except that this
restriction does not apply to U.S. Government Securities.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be
amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not purchase more than 10% of any class of the voting
securities of any one issuer.
Policy eliminated.
The Portfolio may not borrow money except from banks for temporary or
emergency purposes, including the meeting of redemption requests which
might require the untimely disposition of securities; borrowing in the
aggregate may not exceed 15%, and borrowing for purposes other than meeting
redemptions may not exceed 5% of the value of the Portfolio's total assets
(including the amount borrowed) less liabilities (not including the amount
borrowed) at the time the borrowing is made; outstanding borrowings in
excess of 5% of the value of the Portfolio's total assets will be repaid
before any subsequent investments are made.


Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in the event
asset coverage falls below 300%, a Portfolio must within three days reduce
the amount of its borrowing to such an extent that the asset coverage of
its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
or interpretations of, or exemptive orders under, the 1940 Act or the rules
or regulations thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue any senior security within the meaning of
the Act except that the Portfolio may write put and call options or
make loans of portfolio securities.
Policy eliminated.  See above.
The Portfolio may not purchase a security if, as a result (unless the
security is acquired pursuant to a plan of reorganization or an offer of
exchange), the Portfolio would own any securities of an open-end investment
company or more than 3% of the total outstanding voting stock of any
closed-end investment company, or more than 5% of the value of the
Portfolio's total assets would be invested in securities of any one or more
closed-end investment companies.

Related non-fundamental policies:
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in closed-end companies whose investment objectives
and policies are consistent with those of the Portfolio.  The Portfolio may
invest up to 5% of its net assets in securities of closed-end investment
companies.  However, the Portfolio may not own more than 3% of the total
outstanding voting stock of any closed-end investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.


Related non-fundamental policies eliminated.
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objectives and policies;
(b) the lending of portfolio securities; or (c) the use of repurchase
agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not participate on a joint or joint and several basis
in any securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain a short
position, unless at all times when a short position is open it owns an
equal amount of such securities or securities convertible into or
exchangeable for (without payment of any further consideration)
securities of the same issue as, and equal in amount to, the securities
sold short (short sales against the box), and unless not more than 10%
of the Portfolio's net assets (taken at market value) is held as collateral
for such sales at any one time (it is the Portfolio's present intention
to make such sales only for the purpose of deferring realization of gain
or loss for federal income tax purposes).

Related non-fundamental policy:
The Portfolio may make short sales "against the box" of securities or
maintain a short position of up to 10% of its net assets.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may sell securities short or maintain a short position.

Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein.
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of
securities or other instruments.  This restriction does not prohibit the
Portfolio from investing in securities or other instruments backed by real
estate or in securities of companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
(except currencies, futures contracts on currencies and related options,
forward currency exchange contracts or contracts for the future acquisition
or delivery of fixed-income securities and related options, futures
contracts and options on futures contracts and other similar contracts).

Related non-fundamental policy:
The Portfolio may enter into the purchase or sale of futures contracts on
fixed-income securities or foreign currencies, or futures contracts based on
financial indices, including an index of U.S. Government securities, foreign
government securities, corporate fixed-income securities, or common
stock, and may purchase and write options on futures contract.
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act
or commodities contracts except for futures contracts and options on futures
contracts.




Related non-fundamental policy eliminated.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act or by
guidance regarding the 1940 Act, or interpretations thereof, and (ii) that
the Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.

Non-fundamental Investment Policies:
The Portfolio may invest up to 5% of its net assets in rights or warrants.
The Portfolio may invest in rights or warrants.
The Portfolio may enter into forward commitments for up to 30% of
its total assets.
The Portfolio may enter into forward commitments.
The Portfolio will limit its investments in standby commitments so
that the aggregate purchase price of the securities subject to the
commitments does not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may make loans of portfolio securities of up to 20% of
its total assets.
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act.
The Portfolio may invest up to 15% of its total assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more
than 15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.


SK 00250 0073 695675

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
VALUE PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is long-term growth of capital.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objective and policies;
(b) the lending of portfolio securities; or (c) the use of repurchase
agreements.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not borrow money or issue senior securities except to the
extent permitted by the 1940 Act.













Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein and securities that are secured by real estate, provided
such securities are securities of the type in which the Portfolio may invest.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts,
including futures contracts (except foreign currencies, futures on securities,
currencies and securities indices and forward currency exchange contracts or
contracts for the future acquisition or delivery of securities and foreign
currencies and other similar contracts and options on the foregoing).

Related non-fundamental policy:
The Portfolio will limit its use of futures contracts and options on futures
contracts so that either (i) the contracts or options thereon are for "bona
fide hedging" purposes as defined under regulations of the Commodity Futures
Trading
Commission ("CFTC") or (2) if for other purposes, no more than 5% of the
liquidation value of the Portfolio's total assets will be used for initial
margin of option premiums required to establish non-hedging positions.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.




Related non-fundamental policy eliminated.
The Portfolio may not concentrate more than 25% of its assets in any
particular industry group or group of industries.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and regulations
thereunder (as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.

The Portfolio is diversified.

Non-fundamental Investment Policies:
The Portfolio may invest up to 15% of its total assets in foreign securities.
The Portfolio may invest in foreign securities.
The Portfolio may invest up to 20% of its total assets in convertible
securities.
The Portfolio may invest in convertible securities.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may invest up to 10% of its total assets in rights and warrants.
The Portfolio may invest in rights and warrants.
The Portfolio may make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of
the Portfolio's net assets is held as collateral for such sales.
The Portfolio may make short sales of securities or maintain a short position.
The Portfolio may make loans of portfolio securities of up to 30% of its total
assets.
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695905















3

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND
WEALTH APPRECIATION STRATEGY PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio seeks long-term growth of capital.
Non-fundamental:
The Portfolio seeks long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not borrow money or issue senior securities except
to the extent permitted by the 1940 Act.




Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that
term is defined and used in the 1940 Act, of at least 300% for all
borrowings of the Portfolio.  In addition, under the 1940 Act, in the
event asset coverage falls below 300%, a Portfolio must within three
days reduce the amount of its borrowing to such an extent that the asset
coverage of its borrowings is at least 300%.
The Portfolio may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
or interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives
such as swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not pledge, hypothecate, mortgage or otherwise
encumber its assets, except to secure permitted borrowings.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein and securities that are secured by real estate, provided
such securities are securities of the type in which a Portfolio may invest.
The Portfolio may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of securities
or other instruments.  This restriction does not prohibit the Portfolio
from investing in securities or other instruments backed by real estate or
in securities of companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts,
including futures contracts (except foreign currencies, futures on
securities, currencies and securities indices and forward contracts
or contracts for the future acquisition or delivery of securities and
foreign currencies and other similar contracts and options on the foregoing).
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act or
commodities contracts except for futures contracts and options on futures
contracts.
The Portfolio may not invest more than 5% of its total assets in the
securities of any one issuer  (other than U.S. Government securities,
repurchase agreements relating thereto, and securities of other investment
companies), although up to 25% of the Portfolio's total assets may be
invested without regard to this restriction.
The Portfolio is diversified.
The Portfolio may not invest more than 25% or more of its total assets
in the securities of any one industry.
The Portfolio may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may
be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Non-fundamental Investment Policies:
The Portfolio may invest without limit in non-U.S. securities, although it
generally will not invest more than 35% of its total assets in such
securities.
The Portfolio may invest without limit in non-U.S. securities, although it
generally will not invest more than 40% of its total assets in such
securities.
The Portfolio may invest up to 10% of its net assets in convertible
securities.
The Portfolio may invest in convertible securities.
The Portfolio may write covered exchange-traded call options on its
securities up to 15% of its total assets, and purchase exchange-traded
call and put options on common stocks up to 10% of its total assets.
The Portfolio may write covered exchange-traded call options on its
securities and may purchase exchange-traded call and put options on
common stocks.

The Portfolio may purchase put and call options.
The Portfolio may make short sales of securities or maintain a short
position, but only if at all times when a short position is open not
more than 33% of its net assets is held as collateral for such short sales.
The Portfolio may make short sales of securities or maintain a short position.
The Portfolio may invest up to 5% of its total assets in rights or warrants,
but only if Alliance deems the underlying equity securities themselves
inappropriate for inclusion in the Portfolio's portfolio.
The Portfolio may invest in rights and warrants.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more
than 15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may make loans of portfolio securities up to 33-1/3%
of its total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted
under the 1940 Act or the rules and regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act.
The Portfolio will limit its investments in standby commitments so that
the aggregate purchase price of the securities subject to the commitments
does not exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition,
under the 1940 Act each Portfolio may not own more than 3% of the total
outstanding voting stock of any investment company and not more than 5%
of the value of each Portfolio's total assets may be invested in the
securities of any investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940
Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities.
The Portfolio generally may not invest more than 10% of its total assets in
asset-backed securities without obtaining appropriate regulatory relief.
Policy eliminated.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695911

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek reasonable current income
and reasonable opportunity for appreciation through investments primarily
in dividend-paying common stocks of good quality companies.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value of
its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of any issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets
at the time an investment is made in the securities of issuers conducting
their principal business activities in any one industry, except that there is
no such limitation with respect to U.S. Government Securities or certificates
of deposit, bankers' acceptances and interest-bearing deposits (for purposes
of this investment restriction, the electric, gas, telephone and water
business shall each be considered as a separate industry).

Related non-fundamental policy.
It is the Portfolio's policy not to concentrate its investments in any one
industry by investment of more than 25% of the value of its total assets in
such industry.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.


Related non-fundamental policy eliminated.
The Portfolio may not borrow money, except that the Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not
exceeding 15% of its total assets at the time of borrowing.











Related non-fundamental policy.
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities except as permitted under
the 1940 Act and interpretations thereunder.
Policy eliminated.  See policy above.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio).
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market value)
would be invested in such securities.




Related non-fundamental policy.
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets in
repurchase agreements not terminable within seven days.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in repurchase agreements.
The Portfolio may not make investments for the purposes of exercising control.
Policy eliminated.
The Portfolio may not purchase the securities of any issuer if directors or
officers of the Fund or certain other interested persons own more than 5% of
such securities.
Policy eliminated.
The Portfolio may not purchase the securities of any other investment company
except in a regular transaction on the open market.







Related non-fundamental policy.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

Related non-fundamental policy eliminated.

Non-fundamental Investment Policies:
The Portfolio may invest in foreign securities.  Although not a fundamental
policy, the Portfolio will not make any such investments unless such
securities are listed on a national securities exchange.  (Prospectus
references "issues of high quality" instead of "securities listed on a
national securities exchange".)
The Portfolio may invest in foreign securities.
The Portfolio may make loans of portfolio securities up to 33-1/3% of
its total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does not
exceed 20% of its assets.
Policy eliminated.
It is the Portfolio's policy not to underwrite securities issued by other
persons or purchase any securities as to which it might be deemed a statutory
underwriter under the Securities Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
The Portfolio may not make loans to other persons, except as permitted by the
1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.
It is the Portfolio's policy not to purchase or sell commodities or commodity
contracts.






Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.
It is the Portfolio's policy not to engage in the business of purchasing and
selling real estate.









Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may write covered call options, provided that the option is
listed on a domestic securities exchange and that no option will be written
if, as a result, more than 25% of the Portfolio's assets are subject to call
options.
The Portfolio may write covered call options, provided that the option is
listed on a domestic securities exchange.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.

SK 00250 0073 695636















5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is growth of capital by pursuing
aggressive investment policies.
Non-fundamental:
The Fund's investment objective is long-term growth of capital.

Fundamental Investment Policies:
As a matter of fundamental policy, the Portfolio normally invests at
least 80% of its total assets in the equity securities of U.S. companies.
Policy eliminated.
The Portfolio may not invest in securities of any one issuer (including
repurchase agreements with any one entity) other than U.S. Government
Securities, if immediately after such purchases more than 5% of the value
of its total assets would be invested in such issuer, except that 25% of the
value of the total assets of a Portfolio may be invested without regard to
such 5% limitation.
The Portfolio is diversified.
The Portfolio may not acquire more than 10% of any class of the outstanding
securities of any issuer (for this purpose, all preferred stock of an issuer
shall be deemed a single class, and all indebtedness of any issuer shall be
deemed a single class).
Policy eliminated.
The Portfolio may not invest more than 25% of the value of its total assets at
the time an investment is made in the securities of issuers conducting their
principal business activities in any one industry, except that there is no
such limitation with respect to U.S. Government Securities or certificates of
deposit, bankers' acceptances and interest-bearing deposits (for purposes of
this investment restriction, the electric, gas, telephone and water business
shall each be considered as a separate industry).
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
The Portfolio may not borrow money, except that the Portfolio may borrow money
only for extraordinary or emergency purposes and then only in amounts not
exceeding 15% of its total assets at the time of borrowing.











Related fundamental policy:
The Portfolio may not issue senior securities except as permitted under
the 1940 Act and interpretations thereunder.

Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term is
defined and used in the 1940 Act, of at least 300% for all borrowings of the
Portfolio.  In addition, under the 1940 Act, in the event asset coverage falls
below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related fundamental policy eliminated.




Related non-fundamental policy eliminated.
The Portfolio may not mortgage, pledge or hypothecate any of its assets,
except as may be necessary in connection with permissible borrowings described
[in above policy] (in an aggregate amount not to exceed 15% of total assets of
the Portfolio), or as permitted in connection with short sales of securities
"against the box" by the Portfolio, as described above.
Policy eliminated.
The Portfolio may not invest in illiquid securities if immediately after such
investment more than 10% of the Portfolio's total assets (taken at market
value) would be invested in such securities.




Related non-fundamental policy:
The Portfolio may invest up to 10% of its total assets in illiquid securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not invest more than 10% of the value of its total assets
in repurchase agreements not terminable within seven days.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may invest in repurchase agreements not terminable within seven
days.
The Portfolio may not write put options.
Policy eliminated.
The Portfolio may not make investments for the purposes of exercising control.
Policy eliminated.
The Portfolio may not, except as permitted in connection with short sales of
securities against the box described ... above, make short sales of
securities.
Policy eliminated.
The Portfolio may not buy or hold securities of any issuer if any officer or
director of the Fund, the Adviser or any officer, director or 10% shareholder
of the Adviser owns individually 1/2 of 1% of a class of securities of such
issuer, and such persons together own beneficially more than 5% of such
securities.
Policy eliminated.
The Portfolio may not buy or sell real estate or interests therein.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not buy or sell commodities or commodity contracts,
including commodity futures contracts.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.

Non-fundamental Investment Policies:
The Portfolio may invest up to 20% of its net assets in convertible
securities.
Policy eliminated.
The Portfolio may invest up to 20% of its total assets in equity securities
of non-U.S. companies.
Policy eliminated.
The Portfolio may write covered exchange-traded call options on its securities
of up to 15% of its total assets, and purchase and sell exchange-traded call
and put options on common stocks written by others of up to, for all options,
10% of its total assets.

Related non-fundamental policies:
The Portfolio will not write a call option if the premium to be received by
the Portfolio in connection with such options would not produce an annualized
return of at least 15% of the then market value of the securities subject to
the option.
The Portfolio will not sell a call option written or guaranteed by it if, as
a result of such sale, the aggregate of the Portfolio's securities subject to
outstanding call options (valued at the lower of the option price or market
value of such securities) would exceed 15% of the Portfolio's total assets.
The Portfolio will not sell any call option if such sale would result in more
than 10% of the Portfolio's assets being committed to call options written by
the Portfolio which, at the time of sale by the Portfolio, have a remaining
term of more than 100 days.
The Portfolio may write covered exchange-traded call options on its
securities, and may purchase and sell exchange-traded call and put options
on common stocks written by others.



Related non-fundamental policies eliminated.

The Portfolio may make short sales "against the box" of up to 15% of its net
assets.
Policy eliminated.
The Portfolio may not sell securities short, except that it may make short
sales against the box.
Policy eliminated.
The Portfolio may invest up to 5% of its net assets in rights and warrants.
The Portfolio may invest in rights and warrants.
The Portfolio may make loans of portfolio securities up to 33-1/3% of its
total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may not underwrite securities issued by other persons.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act of 1933, as amended (the "Securities Act").
The Portfolio may not make loans to other persons, except as permitted by the
1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695634















5

EX-99.77Q1 OTHR EXHB

AMENDED AND RESTATED BYLAWS
OF
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 77Q-1


ARTICLE I.	Offices	1
Section 1.	Principal Office in Maryland	1
Section 2.	Other Offices	1
ARTICLE II.	Meetings of Stockholders	1
Section 1.	Place of Meeting	1
Section 2.	Annual Meetings	1
Section 3.	Notice of Stockholders Meeting	1
Section 4.	Special Meetings	2
Section 5.	Quorum	7
Section 6.	Voting	7
Section 7.	Proxies	8
Section 8.	Organization and Conduct	8
Section 9.	Record Date	9
Section 10.	Inspectors of Election	10
Section 11.	Adjournment	11
Section 12.	Advance Notice of Stockholder Nominees For Director and Other
Stockholder Proposals	12
ARTICLE III.	Board of Directors	17
Section 1.	Number and Term	17
Section 2.	Vacancies and Newly-Created Directorships	17
Section 3.	Powers	18
Section 4.	Meetings	18
Section 5.	Regular Meetings	18
Section 6.	Special Meetings	18
Section 7.	Notice	18
Section 8.	Quorum	19
Section 9.	Voting	20
Section 10.	Organization	20
Section 11.	Telephone Meetings	20
Section 12.	Consent by Directors Without a Meeting	21
Section 13.	Surety Bonds	21
Section 14.	Reliance	21
Section 15.	Fees and Expenses	21
ARTICLE IV.	Committees	22
Section 1.	Number, Tenure and Qualifications	22
Section 2.	Powers	22
Section 3.	Meetings	22
Section 4.	Telephone Meetings	22
Section 5.	Consent by Committees without a Meeting	23
Section 6.	Vacancies	23
ARTICLE V.	Waiver of Notice	23
ARTICLE VI.	Chairman of the Board of Directors and Officers	24
Section 1.	General	24
Section 2.	Tenure of Officers	24
Section 3.	Removal and Resignation	24
Section 4.	Chairman of the Board of Directors	25
Section 5.	President and Chief Executive Officer	25
Section 6.	Vice Presidents	26
Section 7.	Secretary	26
Section 8.	Assistant Secretaries	26
Section 9.	Treasurer	27
Section 10.	Assistant Treasurers	27
ARTICLE VII.	Certificates of Stock	27
Section 1.	Certificates	27
Section 2.	Transfers when Certificates Issued	28
Section 3.	Replacement Certificate when Certificates Issued	28
Section 4.	Record Holders; Transfers Generally	29
ARTICLE VIII.	Miscellaneous	29
Section 1.	Reserves	29
Section 2.	Dividends	29
Section 3.	Capital Gains Distributions	29
Section 4.	Checks	30
Section 5.	Fiscal Year	30
Section 6.	Seal	30
Section 7.	Insurance Against Certain Liabilities	30
ARTICLE IX.	Indemnification	30
ARTICLE X.	Amendments	32

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 at such
other places 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.  Subject to Section 4(b)(4) of this
Article II, meetings of stockholders shall be held at such place as
shall be fixed from time to time by the Board of Directors.
Section 2.   Annual Meetings.  The Corporation shall not be required to
hold an annual meeting of stockholders in any year in which the
election of directors is not required to be acted upon under the
Investment Company Act of 1940, as amended (the "1940 Act").  In the
event that the Corporation is required to hold a meeting of stockholders
to elect directors under the 1940 Act, such meeting shall be designated
the annual meeting of stockholders for that year and shall be held on a
date and at the time set by the Board of Directors in accordance with
the Maryland General Corporation Law.
Section 3.   Notice of Stockholders Meeting.  Not less than ten nor
more than 90 days before each meeting of stockholders, the secretary
shall give to each stockholder entitled to vote at such meeting and
to each stockholder not entitled to vote who is entitled to notice of
the meeting written or printed notice stating the time and place of the
meeting and, in the case of a special meeting or as otherwise may be
required by any statute, the purpose for which the meeting is called,
either by mail, by presenting it to such stockholder personally, by
leaving it at the stockholder's residence or usual place of business
or by any other means permitted by Maryland law.  If mailed, such
notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at the stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid.
Subject to Section 12 of this Article II, any business of the Corporation
may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required
by any statute to be stated in such notice.  No business shall be
transacted at a special meeting of stockholders except as specifically
designated in the notice.
Section 4.   Special Meetings.    Special meetings of stockholders may
be called by the chairman, the president or by the Board of Directors and,
subject to subsection (b) of this Section 4, a special meeting of
stockholders shall also be called by the secretary upon the written
request of stockholders entitled to cast not less than a majority of
all the votes entitled to be cast at such meeting.
(b)   Stockholder Requested Special Meetings.    Any stockholder of
record seeking to have stockholders request a special meeting shall,
by sending written notice to the secretary (the "Record Date Request Notice")
by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to
request a special meeting (the "Request Record Date").  The Record Date
Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more stockholders
of record as of the date of signature (or their agents duly authorized in a
writing accompanying the Record Date Request Notice), shall bear the
date of signature of each such stockholder (or such agent) and shall
set forth all information relating to each such stockholder that must be
disclosed in solicitations of proxies for election of directors in an
election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A (or any
successor provision) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Upon receiving the Record Date Request
Notice, the Board of Directors may fix a Request Record Date.  The
Request Record Date shall not precede and shall not be more than ten
days after the close of business on the date on which the resolution
fixing the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within ten days after the date on which a
valid Record Date Request Notice is received, fails to adopt a
resolution fixing the Request Record Date, the Request Record Date
shall be the close of business on the tenth day after the first date
on which the Record Date Request Notice is received by the secretary.
(2)   In order for any stockholder to request a special meeting, one
or more written requests for a special meeting signed by stockholders
of record (or their agents duly authorized in a writing accompanying the
request) as of the Request Record Date entitled to cast not less than a
majority (the "Special Meeting Percentage") of all of the votes entitled
to be cast at such meeting (the "Special Meeting Request") shall be
delivered to the secretary.  In addition, the Special Meeting Request
(a) shall set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to those lawful matters set
forth in the Record Date Request Notice received by the secretary), (b)
shall bear the date of signature of each such stockholder (or such agent)
signing the Special Meeting Request, (c) shall set forth the name and
address, as they appear in the Corporation's books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request
is signed) and the class, series and number of all shares of stock of
the Corporation which are owned by each such stockholder, and the nominee
holder for, and number of, shares owned by such stockholder beneficially
but not of record, (d) shall be sent to the secretary by registered mail,
return receipt requested, and (e) shall be received by the secretary
within 60 days after the Request Record Date.  Any requesting stockholder
(or agent duly authorized in a writing accompanying the revocation or the
Special Meeting Request) may revoke his, her or its request for a special
meeting at any time by written revocation delivered to the secretary.
(3)   The secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials).  The secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by
paragraph (2) of this Section 4(b), the secretary receives payment
of such reasonably estimated cost prior to the mailing of any notice
of the meeting.
(4)   Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the chairman
of the Board of Directors of Directors, the president, the chief executive
officer or the Board of Directors, whoever has called the meeting.
In the case of any special meeting called by the secretary upon the
request of stockholders (a "Stockholder Requested Meeting"), such meeting
shall be held at such place, date and time as may be designated by the
Board of Directors; provided, however, that the date of any Stockholder
Requested Meeting shall be not more than 90 days after the record date for
such meeting (the "Meeting Record Date"); and provided further that if the
Board of Directors fails to designate, within ten days after the date that
a valid Special Meeting Request is actually received by the secretary (the
"Delivery Date"), a date and time for a Stockholder Requested Meeting, then
such meeting shall be held at 2:00 p.m. local time on the 90th day after the
Meeting Record Date or, if such 90th day is not a Business Day (as defined
below), on the first preceding Business Day; and provided further that in
the event that the Board of Directors fails to designate a place for a
Stockholder Requested Meeting within ten days after the Delivery Date, then
such meeting shall be held at the principal executive office of the
Corporation.  In fixing a date for any special meeting, the chairman of
the Board of Directors, the president, the chief executive officer or the
Board of Directors may consider such factors as he, she or it deems relevant
within the good faith exercise of business judgment, including, without
limitation, the nature of the matters to be considered, the facts and
circumstances surrounding any request for the meeting and any plan of the
Board of Directors to call an annual meeting or a special meeting.  In the
case of any Stockholder Requested Meeting, if the Board of Directors fails
to fix a Meeting Record Date that is a date within 30 days after the
Delivery Date, then the close of business on the 30th day after the Delivery
Date shall be the Meeting Record Date.  The Board of Directors may revoke
the notice for any Stockholder Requested Meeting in the event that the
requesting stockholders fail to comply with the provisions of
paragraph (3) of this Section 4(b).
(5)   If written revocations of requests for the special meeting have been
delivered to the secretary and the result is that stockholders of record (or
their agents duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the secretary, the secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a
request for the special meeting, or (ii) if the notice of meeting has been
mailed and if the secretary first sends to all requesting stockholders who
have not revoked requests for a special meeting written notice of any
revocation of a request for the special meeting and written notice of the
secretary's intention to revoke the notice of the meeting, revoke the
notice of the meeting at any time before ten days before the commencement
of the meeting.  Any request for a special meeting received after a
revocation by the secretary of a notice of a meeting shall be considered a
request for a new special meeting.
(6)   The Board of Directors, the chairman of the board, the president or
the chief executive officer may appoint independent inspectors of
elections to act as the agent of the Corporation for the purpose of promptly
performing a ministerial review of the validity of any purported Special
Meeting Request received by the secretary.  For the purpose of permitting
the inspectors to perform such review, no such purported request shall be
deemed to have been delivered to the secretary until the earlier of (i) five
Business Days after receipt by the secretary of such purported request and
(ii) such date as the independent inspectors certify to the Corporation that
the valid requests received by the secretary represent at least the Special
Meeting Percentage.  Nothing contained in this paragraph (6) shall in any way
be construed to suggest or imply that the Corporation or any stockholder
shall not be entitled to contest the validity of any request, whether
during or after such five Business Day period, or to take any other action
(including, without limitation, the commencement, prosecution or defense of
any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).
(7)   For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or other day on which banking institutions in the
State of New York are authorized or obligated by law or executive order to
close.
Section 5.   Quorum.  At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of all the
votes entitled to be cast at such meeting on any matter shall constitute a
quorum, 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.
The stockholders present either in person or by proxy, at a meeting which
has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
This Section 5 shall not affect any requirement under any statute or
the charter of the Corporation (the "Charter") for the vote necessary for
the adoption of any measure.
Section 6.   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 1940 Act,
or other statutes or rules or orders of the Securities and Exchange
Commission or any successor thereto or of the Charter a different vote is
required, in which case such express provision shall govern and control
the decision of such question.
Section 7.   Proxies.  A stockholder may cast the votes entitled to be cast
by the shares of stock owned of record by the stockholder in person or by
proxy executed by the stockholder or by the stockholder's duly authorized
agent in any manner permitted by law.  Such proxy or evidence of
authorization of such proxy shall be filed with the secretary of the
Corporation before or at the meeting.  No proxy shall be valid more
than eleven months after its date unless otherwise provided in the proxy.
Section 8.   Organization and Conduct.  Every meeting of stockholders
shall be conducted by an individual appointed by the Board of Directors
to be chairman of the meeting or, in the absence of such appointment, by
the chairman of the Board of Directors or, in the case of a vacancy
in the office or absence of the chairman of the Board of Directors,
by one of the following officers present at the meeting:  the vice
chairman of the Board of Directors, if there be one, the president,
the vice presidents, or secretary in their order of rank and seniority,
or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by
stockholders present in person or by proxy.  The secretary,
or, in the secretary's absence, an assistant secretary, or in
the absence of both the secretary and assistant secretaries,
an individual appointed by the Board of Directors or, in the
absence of such appointment, an individual appointed by the
chairman of the meeting shall act as secretary.  In the event that
the secretary presides at a meeting of the stockholders, an assistant
secretary, or in the absence of assistant secretaries, an individual
appointed by the Board of Directors or the chairman of the meeting,
shall record the minutes of the meeting.  The order of business and
all other matters of procedure at any meeting of stockholders shall
be determined by the chairman of the meeting.  The chairman of the
meeting may prescribe such rules, regulations and procedures and
take such action as, in the discretion of such chairman, are appropriate
for the proper conduct of the meeting, including, without limitation,
(a) restricting admission to the time set for the commencement of the
meeting; (b) limiting attendance at the meeting to stockholders of
record of the Corporation, their duly authorized proxies and other such
individuals as the chairman of the meeting may determine; (c) limiting
participation at the meeting on any matter to stockholders of record of the
Corporation entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may determine;
(d) limiting the time allotted to questions or comments by participants;
(e) determining when the polls should be opened and closed; (f) maintaining
order and security at the meeting; (g) removing any stockholder or any
other individual who refuses to comply with meeting procedures, rules or
guidelines as set forth by the chairman of the meeting; and (h) concluding
the meeting or recessing or adjourning the meeting to a later date and time
and at a place announced at the meeting.  Unless otherwise determined
by the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary
procedure.
Section 9.   Record Date.  Subject to Section 4 of this Article II,
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 longer
than 20 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 before
the date of such meeting.
If no record date is fixed and the stock transfer books are not closed for
the determination of stockholders, (a) 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 the notice of meeting is mailed or the 30th day before the
meeting, whichever is the closer date to the meeting; and (b) the
record date for the determination of stockholders entitled to receive
payment of a dividend or an allotment of any other rights shall be the
close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination
has been made through the closing of the transfer books and the stated
period of closing has expired or (ii) the meeting is adjourned to a date
more than 120 days after the record date fixed for the original meeting,
in either of which case a new record date shall be determined as set forth
herein.
Section 10.   Inspectors of Election.  The Board of Directors, in advance of
any meeting, may, but need not, appoint one or more individual inspectors
or one or more entities that designate individuals as 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 Board of Directors in advance of the meeting or
at the meeting by the chairman of the meeting.  The inspectors, if any,
shall determine the number of shares outstanding and the voting power of
each, the number of shares present at the meeting in person or by proxy,
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.  Each such report shall be in writing and signed by
him or her or by a majority of them if there is more than one inspector
acting at such meeting.  If there is more than one inspector, the
report of a majority shall be the report of the inspectors.  The report
of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence
thereof.
Section 11.   Adjournment.  Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement
at the meeting at which the adjournment was taken.  In the absence of a
quorum, the chairman of the meeting or the stockholders present in person
or by proxy, by majority of votes cast and without notice other than by
announcement at the meeting, may adjourn the meeting from time to time.
At any adjourned meeting at which a quorum shall be present, any action
may be taken that could have been taken at the meeting originally called.
A meeting of the stockholders may not be adjourned without further notice
to a date more than 120 (one hundred and twenty) days after the original
record date determined pursuant to Section 9 of this Article II.
Section 12.   Advance Notice of Stockholder Nominees For Director and Other
Stockholder Proposals.
(a)   Annual Meetings of Stockholders.   Nominations of individuals for
election to the Board of Directors and the proposal of other business
to be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record both
at the time of giving of notice by the stockholder as provided for
in this Section 12(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who has complied with this
Section 12(a).
(2)   For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 12, the stockholder must have
given timely notice thereof in writing to the secretary of the Corporation
and such other business must otherwise be a proper matter for action by the
stockholders.  In any year in which an annual meeting of stockholders is to
be held, to be timely, a stockholder's notice shall set forth all
information required under this Section 12 and shall be delivered to the
secretary at the principal executive office of the Corporation not earlier
than the 150th day prior to the anniversary of the Date of Mailing of the
Notice (as defined herein) for the preceding annual meeting nor later than
5:00 p.m., Eastern Time, on the 120th day prior to the anniversary of the
Date of Mailing of the Notice for the preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced
or delayed by more than 30 days from the anniversary of the date of the
preceding annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the
120th day prior to the date of such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting
is first made.  The public announcement of a postponement or adjournment of
an annual meeting shall not commence a new time period for the giving of a
stockholder's notice as described above.  Such stockholder's notice shall
set forth (i) as to each individual whom the stockholder proposes to
nominate for election or reelection as a director, (A) the name, age,
business address and residence address of such individual, (B) the class,
series and number of any shares of stock of the Corporation that are
beneficially owned by such individual, (C) the date such shares were
acquired and the investment intent of such acquisition, (D) whether such
stockholder believes any such individual is, or is not, an
"interested person" of the Corporation, as defined in the 1940 Act and
information regarding such individual that is sufficient, in the
discretion of the Board of Directors or any committee thereof or any
authorized officer of the Corporation, to make such determination and
(E) all other information relating to such individual that is required
to be disclosed in solicitations of proxies for election of directors in
an election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A (or any
successor provision) under the Exchange Act and the rules thereunder
(including such individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii)
as to any other business that the stockholder proposes to bring before
the meeting, a description of such business, the reasons for proposing
such business at the meeting and any material interest in such business
of such stockholder and any Stockholder Associated Person (as defined
below), individually or in the aggregate, including any anticipated
benefit to the stockholder and the Stockholder Associated Person
therefrom; (iii) as to the stockholder giving the notice and any
Stockholder Associated Person, the class, series and number of all
shares of stock of the Corporation which are owned by such stockholder
and by such Stockholder Associated Person, if any, and the nominee holder
for, and number of, shares owned beneficially but not of record by such
stockholder and by any such Stockholder Associated Person; (iv) as to the
stockholder giving the notice and any Stockholder Associated Person
covered by clauses (ii) or (iii) of this paragraph (2) of this
Section 12(a), the name and address of such stockholder, as they
appear on the Corporation's stock ledger and current name and address,
if different, and of such Stockholder Associated Person; and (v)
to the extent known by the stockholder giving the notice, the name
and address of any other stockholder supporting the nominee for
election or reelection as a director or the proposal of other
business on the date of such stockholder's notice.
(3)   In any year an annual meeting of the stockholders is to be held,
notwithstanding anything in this subsection (a) of this Section 12 to
the contrary, in the event that the number of directors to be elected
to the Board of Directors is increased and there is no public
announcement of such action at least 130 days prior to the anniversary
date of the mailing date of the notice of the preceding annual meeting,
a stockholder's notice required by this Section 12(a) shall also be
considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
secretary at the principal executive office of the Corporation not
later than 5:00 p.m., Eastern Time, on the tenth day following the
day on which such public announcement is first made by the Corporation.
(4)   For purposes of this Section 12, "Stockholder Associated Person"
of any stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such stockholder, (ii) any
beneficial owner of shares of stock of the Corporation owned of record or
beneficially by such stockholder and (iii) any person controlling,
controlled by or under common control with such Stockholder Associated Person.
(b)   Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of individuals for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder
of record both at the time of giving of notice provided for in this
Section 12 and at the time of the special meeting, who is entitled to
vote at the meeting and who complied with the notice procedures set
forth in this Section 12.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more individuals
to the Board of Directors, any such stockholder may nominate an individual
or individuals (as the case may be) for election as a director as specified
in the Corporation's notice of meeting, if the stockholder's notice required
by paragraph (2) of this Section 12(a) shall be delivered to the secretary at
the principal executive office of the Corporation not earlier than the 150th
day prior to such special meeting and not later than 5:00 p.m., Eastern Time,
on the later of the 120th day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.  The public announcement of a postponement
or adjournment of a special meeting shall not commence a new time period
for the giving of a stockholder's notice as described above.
(c)   General.    Upon written request by the secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or
any committee thereof or any authorized officer of the Corporation, to
demonstrate the accuracy of any information submitted by the stockholder
pursuant to this Section 12.  If a stockholder fails to provide such
written verification within such period, the information as to which
written verification was requested may be deemed not to have been provided
in accordance with this Section 12.
(2)   Only such individuals who are nominated in accordance with this
Section 12 shall be eligible for election by stockholders as directors,
and only such business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance with this Section 12.
The chairman of the meeting shall have the power to determine whether a
nomination or any other business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with this Section 12.
(3)   For purposes of this Section 12, (a) the "Date of Mailing of the
Notice" for the preceding annual meeting shall mean the date of the
Corporation's proxy statement released to stockholders in connection with
the preceding annual meeting and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable news service or
(ii) in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to the Exchange Act or the 1940 Act.
(4)   Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12.  Nothing in this
Section 12 shall be deemed to affect any right of a stockholder to request
inclusion of a proposal in, nor the right of the Corporation to omit
a proposal from, the Corporation's proxy statement pursuant to Rule
14a-8 (or any successor provision) under the Exchange Act.
ARTICLE III.
Board of Directors

Section 1.   Number and Term.    The number of directors constituting
the entire Board of Directors 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;
provided, however, 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.  Directors shall be elected to hold office at the annual
meeting of stockholders, except as provided in Section 2 of this Article III,
and each director shall hold office until the next annual meeting of
stockholders and until his or her successor is elected and qualifies.  Any
director may resign at any time upon written notice to the Corporation.
(b)   Qualifications.  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 entire Board of
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 and until his or her successor is elected and qualifies.
Section 3.   Powers.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.  All powers of
the Corporation may be exercised by or under the authority of the Board of
Directors except as conferred on or reserved to the stockholders by law, by
the Charter or these Bylaws.
Section 4.   Meetings.  The Board of Directors may hold regular and special
meetings.
Section 5.   Regular Meetings.  The Board of Directors may provide, by
resolution, the time and place for the holding of regular meetings of the
Board of Directors without other notice than such resolution.
Section 6.   Special Meetings.  Special meetings of the Board of Directors
may be called by or at the request of the chairman of the Board of
Directors, the chief executive officer, the president or by a majority
of the directors then in office.  The person or persons authorized to
call special meetings of the Board of Directors may fix any place as
the place for holding any special meeting of the Board of Directors
called by them.  The Board of Directors may provide, by resolution, the
time and place for the holding of special meetings of the Board of
Directors without other notice than such resolution.
Section 7.   Notice.  Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each director at
his or her business or residence address.  Notice by personal delivery,
telephone, electronic mail or facsimile transmission shall be given at
least 24 hours prior to the meeting.  Notice by United States mail shall
be given at least three days prior to the meeting.  Notice by courier shall
be given at least two days prior to the meeting.  Telephone notice shall
be deemed to be given when the director or his or her agent is personally
given such notice in a telephone call to which the director or his or her
agent is a party.  Electronic mail notice shall be deemed to be given upon
transmission of the message to the electronic mail address given to the
Corporation by the director.  Facsimile transmission notice shall be deemed
to be given upon completion of the transmission of the message to the number
given to the Corporation by the director and receipt of a completed
answer-back indicating receipt.  Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly
addressed, with postage thereon prepaid.  Notice by courier shall be
deemed to be given when deposited with or delivered to a courier properly
addressed.  Neither the business to be transacted at, nor the purpose of,
any annual, regular or special meeting of the Board of Directors need be
stated in the notice, unless specifically required by statute or these
Bylaws.
Section 8.   Quorum.  The greater of two or one-third of the directors
shall constitute a quorum for transaction of business at any meeting of
the Board of Directors, provided that, if less than a quorum of such
directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice, and provided further that if, pursuant to applicable law, the
Charter or these Bylaws, the vote of a majority of a particular group of
directors is required for action, a quorum must also include a majority
of such group.
The directors present at a meeting which has been duly called and convened
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough directors to leave less than a quorum.
Section 9.   Voting.  The action of the majority of the directors
present at a meeting at which a quorum is present shall be the action
of the Board of Directors, unless the concurrence of a greater proportion
is required for such action by applicable law, the Charter  or these Bylaws.
If enough directors have withdrawn from a meeting to leave less than a
quorum but the meeting is not adjourned, the action of the majority of
that number of directors necessary to constitute a quorum at such meeting
shall be the action of the Board of Directors, unless the concurrence of a
greater proportion is required for such action by applicable law, the
Charter or these Bylaws.
Section 10.   Organization.  At each meeting of the Board of Directors, the
chairman of the Board of Directors or, in the absence of the chairman,
the vice chairman of the Board of Directors, if any, shall act as chairman
of the meeting.  In the absence of both the chairman and vice chairman of the
Board of Directors, the chief executive officer or in the absence of the
chief executive officer, the president or in the absence of the president,
a director chosen by a majority of the directors present, shall act as
chairman of the meeting.  The secretary or, in his or her absence, an
assistant secretary of the Corporation, or in the absence of the secretary
and all assistant secretaries, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting.
Section 11.   Telephone Meetings.  Directors may participate in a meeting by
means of a conference telephone or other communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 12.   Consent by Directors Without a Meeting.  Any action required
or permitted to be taken at any meeting of the Board of Directors may be
taken without a meeting, if a consent to such action is given in writing or
by electronic transmission by each director and is filed with the minutes of
proceedings of the Board of Directors.
Section 13.   Surety Bonds.  Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance
of any of his or her duties.
Section 14.   Reliance.  Each director, officer, employee and agent of the
Corporation shall, in the performance of his or her duties with respect to
the Corporation, be fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made
to the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the
Board of Directors or officers of the Corporation, regardless of whether
such counsel or expert may also be a director.
Section 15.   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, a stated salary as director or such other compensation
as the Board of Directors may approve.  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.
Committees

Section 1.   Number, Tenure and Qualifications.  The Board of
Directors may appoint from among its members an Executive Committee
and other committees, composed of one or more directors and one or
more alternate members as the Board of Directors shall designate,
to serve at the pleasure of the Board of Directors.
Section 2.   Powers.  The Board of Directors may delegate to
committees appointed under Section 1 of this Article any of the
powers of the Board of Directors, except as prohibited by law.
Section 3.   Meetings.  Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Directors.
A majority of the members or alternate members of the committees shall
constitute a quorum for the transaction of business at any meeting of the
committee.  The act of a majority of the committee members or alternate
members present at a meeting shall be the act of such committee.  The Board
of Directors may designate a chairman of any committee, and such chairman
or, in the absence of a chairman, any two members of any committee (if
there are at least two members of the Committee) may fix the time and
place of its meeting unless the Board shall otherwise provide.  In the
absence of any member of any such committee, the members or alternate
members thereof present at any meeting, whether or not they constitute a
quorum, may appoint another director to act in the place of such absent
member.  Each committee shall keep minutes of its proceedings.
Section 4.   Telephone Meetings.  Members or alternate members of a
committee of the Board of Directors may participate in a meeting by
means of a conference telephone or other communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in
person at the meeting.
Section 5.   Consent by Committees without a Meeting.  Any action required
or permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a consent in writing or by
electronic transmission to such action is given by each member or alternate
member of the committee and is filed with the minutes of proceedings of such
committee.
Section 6.   Vacancies.  Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace
any absent or disqualified member or to dissolve any such committee.
ARTICLE V.
Waiver of Notice

Whenever any notice is required to be given under the provisions of the
statutes, of the Charter or of these Bylaws, 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 and
such waiver shall be filed with the records of the meeting.  Neither the
business to be transacted at nor the purpose of any meeting need be set
forth in the waiver of notice, unless specifically required by statute.
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 VI.
Chairman of the Board of Directors and Officers

Section 1.   General.  The officers of the Corporation shall include
a president, a secretary and a treasurer and may include a chief executive
officer, one or more vice presidents, a chief operating officer, a chief
financial officer, one or more assistant secretaries and one or more
assistant treasurers.  In addition, the Board of Directors may from time
to time elect such other officers with such powers and duties as they shall
deem necessary or desirable.  The officers of the Corporation shall be
elected annually by the Board of Directors, except that the chief executive
officer or president may from time to time appoint one or more vice
presidents, assistant secretaries and assistant treasurers or other officers.
Any two or more offices except president and vice president may be held by
the same person.  However, 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.
Election of an officer or appointment of an agent shall not of itself
create contract rights between the Corporation and such officer or agent.
Section 2.   Tenure of Officers.  Each officer shall hold his or her
office until his or her successor is elected and qualifies or until his or
her earlier resignation or removal as provided herein.
Section 3.   Removal and Resignation.  Any officer of the Corporation may
resign at any time by giving written notice of his or her resignation to
the Board of Directors, the chairman of the Board of Directors, the
president or the secretary.  Any resignation shall take effect immediately
upon its receipt or at such later time specified in the notice of
resignation.  The acceptance of a resignation shall not be necessary to
make it effective unless otherwise stated in the resignation.  Such
resignation shall be without prejudice to the contract rights, if any,
of the Corporation.  Any officer or agent of the Corporation may be
removed at any time by the Board of Directors if, in its judgment,
the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed.  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 designated by the Board of Directors and
shall preside at all meetings of the stockholders and of the Board of
the 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
Bylaws.
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 or she
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 or she 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 or she 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 or she 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 or she 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 or she 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 or her
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 VII.
Certificates of Stock

Section 1.   Certificates.  Except as may be otherwise provided by
the Board of Directors, stockholders of the Corporation are not
entitled to certificates representing the shares of stock held by them.
In the event that the Corporation issues shares of stock represented by
certificates, such certificates shall be signed by the officers of the
Corporation in the manner permitted by the Maryland General Corporation
Law (the "MGCL") and contain the statements and information required by
the MGCL.  In the event that the Corporation issues shares of stock
without certificates, the Corporation shall provide to record holders
of such shares a written statement of the information required by the MGCL
to be included on stock certificates.
Section 2.   Transfers when Certificates Issued.  Subject to any
determination of the Board of Directors pursuant to Section 1 of this
Article, upon surrender to the Corporation or the transfer agent of the
Corporation of a stock certificate duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.
Section 3.   Replacement Certificate when Certificates Issued.  Subject
to any determination of the Board of Directors pursuant to Section 1 of
this Article, the president, the secretary, the treasurer or any officer
designated by the Board of Directors may direct a new certificate to be
issued in place of any certificate previously issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed.  When authorizing the issuance of a new certificate,
an officer designated by the Board of Directors may, in his or her
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or the owner's
legal representative to advertise the same in such manner as he or she
or she shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.
Section 4.   Record Holders; Transfers Generally.  The Corporation shall
be entitled to treat the holder of record of any share of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or 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 the State of Maryland.
Transfers of shares of any class of stock will be subject in all respects
to the Charter and all of the terms and conditions contained therein.
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 upon the stock of the Corporation may,
subject to the provisions of the Charter and of applicable law, be
authorized by the Board of Directors and declared by the Corporation at any
time.
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.  Whenever the Corporation is permitted or required to
affix its seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a seal to
place the word "(SEAL)" adjacent to the signature of the person
authorized to execute the document on behalf of the Corporation.
Section 7.   Insurance Against Certain Liabilities.  The Corporation
may obtain liability insurance for its directors and officers to the
extent permitted by the 1940 Act.
ARTICLE IX.
Indemnification

To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or
officer of the Corporation and who is made or threatened to be made a party
to the proceeding by reason of his or her service in any such capacity
or (b) any individual who, while a director or officer of the Corporation
and at the request of the Corporation, serves or has served as a director,
officer, partner or trustee of another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made or threatened to be made a party to the
proceeding by reason of his or her service in any such capacity.  The
Corporation may, with the approval of its Board of Directors or any duly
authorized committee thereof, provide such indemnification and advance for
expenses to a person who served a predecessor of the Corporation in any of
the capacities described in (a) or (b) above and to any employee or agent
of the Corporation or a predecessor of the Corporation.  The termination
of any claim, action, suit or other proceeding involving any person, by
judgment, settlement (whether with or without court approval) or conviction
or upon a plea of guilty or nolo contendere, or its equivalent, shall not
create a presumption that such person did not meet the standards of conduct
required for indemnification or payment of expenses to be required or
permitted under Maryland law, these Bylaws or the Charter.  Any
indemnification or advance of expenses made pursuant to this Article
shall be subject to applicable requirements of the 1940 Act.  The
indemnification and payment of expenses provided in these Bylaws shall
not be deemed exclusive of or limit in any way other rights to which any
person seeking indemnification or payment of expenses may be or may
become entitled under any bylaw, regulation, insurance, agreement or
otherwise
Neither the amendment nor repeal of this Article, nor the adoption
or amendment of any other provision of the Bylaws or Charter
inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect
to any act or failure to act which occurred prior to such amendment,
repeal or adoption.

ARTICLE X.
Amendments
The Board of Directors shall have the exclusive power to make, alter and
repeal Bylaws of the Corporation.
SK 00250 0451 645983
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32

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
INTERNATIONAL GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is to seek long-term capital
appreciation.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
As a fundamental policy, the Portfolio invests at least 65% of its total
assets in equity securities issued by enterprises that are undergoing, or have
undergone, privatization.
Policy eliminated.
The Portfolio may not invest 25% or more of its total assets in securities of
issuers conducting their principal business activities in the same industry,
except that this restriction does not apply to (a) U.S. Government Securities;
or (b) the purchase of securities of issuers whose primary business activity
is in the national commercial banking industry, so long as the Fund's Board of
Directors determines, on t he basis of factors such as liquidity, availability
of investments and anticipated returns, that the Portfolio's ability to
achieve its investment objective would be adversely affected if the Portfolio
were not permitted to invest more than 25% of its total assets in those
securities, and so long as the Portfolio notifies its shareholders of any
decision by the Board of Directors to permit or cease to permit the Portfolio
to invest more than 25% of its total assets in those securities, such notice
to include a discussion of any increased investment risks to which the
Portfolio may be subjected as a result of the Board's determination.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the 1940
Act or the rules or regulations thereunder published by appropriate regulatory
authorities.
The Portfolio may not borrow money, except the Portfolio may, in accordance
with the provisions of the 1940 Act, borrow money from banks for temporary or
emergency purposes, including the meeting of redemption requests which might
require the untimely disposition of securities; borrowing in the aggregate may
not exceed 15%, and borrowing for purposes other than meeting redemptions may
not exceed 5% of the value of the Portfolio's total assets (including the
amount borrowed) less liabilities (not including the amount borrowed) at the
time the borrowing is made; outstanding borrowings in excess of 5% of the
value of the Portfolio's total assets will be repaid before any investments
are made.

Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue any senior security within the meaning of the Act
except that the Portfolio may make loans of portfolio securities and write put
and call options.
Policy eliminated.  See above.
The Portfolio may not pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure permitted borrowing.
Policy eliminated.
The Portfolio may not make loans except through (a) the purchase of debt
obligations in accordance with its investment objectives and policies;
(b) the lending of portfolio securities; or (c) the use of repurchase
agreements.







Related non-fundamental policy.
The Portfolio may make loans of portfolio securities of up to 30% of its
total assets.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such statutes,
rule or regulations may be amended from time to time), or by guidance
regarding, and interpretations of, or exemptive orders under, the 1940 Act.

Related non-fundamental policy eliminated.
The Portfolio may not participate on a joint or joint and several basis in any
securities lending account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not make short sales of securities or maintain a short
position, unless at all times when a short position is open the Portfolio
owns an equal amount of such securities or securities convertible into or
exchangeable for, without payment of any further consideration, securities
of the same issue as, and equal in amount to, the securities sold short
(short sales against the box), and unless not more than 10% of the
Portfolio's net assets (taken at market value) is held as collateral for
such sales at any one time (it is the Portfolio's present intention to make
such sales only for the purpose of deferring realization of gain or loss for
federal income tax purposes).

Related non-fundamental policy:
The Portfolio may make short sales "against the box" of securities or
maintain a short position of up to 10% of its net assets.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may sell securities short or maintain a short position.










Related non-fundamental policy eliminated.
The Portfolio may not purchase or sell real estate, except that it may
purchase and sell securities of companies which deal in real estate or
interests therein.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell commodities or commodity contracts
including futures contracts (except foreign currencies, foreign currency
options and futures, options and futures on securities and securities indices
and foreign currency options and futures, options and futures on securities
and securities indices and forward contracts or contracts for the future
acquisition or delivery of securities and foreign currencies and related
options on futures contracts and similar contracts.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.
The Portfolio may not invest in interests in oil, gas, or other mineral
exploration or development programs.
Policy eliminated.
The Portfolio may not purchase securities on margin, except for such
short-term credits as may be necessary for the clearance of transactions.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.

The Portfolio is diversified.

Non-fundamental Investment Policies:
The Portfolio may invest up to 15% of its total assets in any one foreign
country, except that the portfolio may invest up to 30% of its total assets
in issuers in any one of France, Germany, Great Britain, Italy and Japan.
The Portfolio invests primarily in an international portfolio of equity
securities of companies located in both developed and emerging [markets]
countries.
The Portfolio may invest all of its assets within a single region of the
world.
The Fund invests, under normal circumstances, in the equity securities of
companies based in at least three countries (and normally substantially more),
none of which may be the United States.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
The Portfolio may invest up to 35% of its total assets in debt securities
and convertible debt securities.
The Portfolio may maintain not more than 5% of its net assets in debt
securities rated below Baa by Moody's Investors Service, Inc. ("Moody's")
and BBB by Standard and Poor's Ratings Services ("S&P"), or, if not rated,
determined by the Adviser to be of equivalent quality.  The Portfolio not
purchase a debt security that, at the time of purchase, is rated below B by
Moody's and S&P, or determined by the Adviser to be of equivalent quality, but
may retain a debt security the rating of which drops below B.
The Portfolio may invest up to 20% of its total assets in rights or warrants.
The Portfolio may invest in rights and warrants.  This Portfolio does not
presently intend to invest more than 10% of its total assets in such warrants.
The Portfolio may enter into forward commitments for up to 30% of its assets.
The Portfolio may enter into forward commitments.
The Portfolio may invest up to 15% of its total assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding the
1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
The Portfolio may invest in standby commitments.
The Portfolio may write covered put and call options and purchase put and
call options but will not write uncovered put and call options, unless such
options are written for  cross-hedging purposes.
Policy eliminated.

The Portfolio may lend Portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.


SK 00250 0073 695695












5

EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND
U.S. LARGE CAP BLENDED STYLE PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The investment objective of the Portfolio is long-term growth of capital.
Non-fundamental:
The investment objective of the Portfolio is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not, with respect to 75% of its assets (i) have more
than 5% of its assets invested in any one issuer and (ii) own more than
10% of the outstanding voting securities of any one issuer.
The Portfolio is diversified.
The Portfolio may not invest 25% or more of the value of its total assets in
the same industry (except that this restriction does not apply to securities
issued or guaranteed by the U.S. Government, its agencies and
instrumentalities).
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under, the
1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
The Portfolio may not mortgage, pledge or hypothecate or otherwise encumber
its assets, except as may be necessary in connection with permissible
borrowings.
Policy eliminated.
The Portfolio may not purchase securities on margin, but it may obtain such
short-term credits from banks as may be necessary for the clearance of
purchases and sales of securities.
Policy eliminated.
The Portfolio may not issue senior securities or borrow money, except as
permitted by the 1940 Act and the regulations and interpretations
thereunder.












Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options, futures
contracts, options on futures contracts and other derivatives such as swaps
are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not make loans to other persons, except that the Portfolio
may lend its portfolio securities in accordance with applicable law.  The
acquisition of investment securities or other investment instruments shall
not be deemed the making of a loan.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not purchase or sell real estate unless acquired as a result
of the ownership of securities or other instruments; provided that this
restriction shall not prohibit the Portfolio from investing in securities or
other instruments backed by real estate or in securities of companies engaged
in the real estate business.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not purchase or sell physical commodities unless acquired as
a result of the ownership of securities or instruments; provided that this
restriction shall not prohibit the Portfolio from (i) engaging in permissible
options and futures transactions and forward currency contracts in accordance
with the Portfolio's investment policies, or (ii) investing in securities of
any kind.

Related non-fundamental policies:
The Portfolio will limit its use of futures contracts and options on futures
contracts so that either (i) the contracts or options thereon are for "bona
fide hedging" purposes as defined under regulations of the Commodity Futures
Trading Commission ("CFTC") or (2) if for other purposes, no more than 5% of
the liquidation value of the Portfolio's total assets will be used for initial
margin of option premiums required to establish non-hedging positions.
The Portfolio may not purchase or sell a stock index future if, immediately
thereafter, more than 30% of its total assets would be hedged by stock index
futures. ... The Portfolio may not purchase or sell a stock index future if,
immediately thereafter, the sum of the amount of margin deposits on the
Portfolio's existing futures positions would exceed 5% of the market value
of the Portfolio's total assets.
The Portfolio may not purchase or sell commodities regulated by the Commodity
Futures Trading Commission under the Commodity Exchange Act or commodities
contracts except for futures contracts and options on futures contracts.




Related non-fundamental policies eliminated.
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities or securities in private
placements under circumstances in which, if such securities were sold, the
Portfolio might be deemed to be an underwriter within the meaning of the
Securities Act.
The Portfolio may not act as an underwriter of securities, except that a
Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might e deemed to be an
underwriter for purposes of the Securities Act. of 1933, as amended
(the "Securities Act").

Non-fundamental Investment Policies:
The Portfolio may invest up to 10% of its total assets in convertible
securities.
The Portfolio may invest in convertible securities.
The Portfolio may invest up to 20% of its total assets in non-U.S. securities.
The Portfolio may invest in non-U.S. securities.
The Portfolio may enter into forward commitments for up to 30% of its assets.
The Portfolio may enter into forward commitments.
The Portfolio may write covered exchange-traded call options on its securities
up to 15% of its total assets, and purchase exchange-traded call and put
options on common stocks up to 10% of its total assets.
The Portfolio may write covered exchange-traded call options on its securities
and may purchase exchange-traded call and put options on common stocks.
The Portfolio may make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of
its net assets is held as collateral for such sales.
The Portfolio may make short sales of securities or maintain a short position.
The Portfolio may invest up to 5% of its total assets in rights or warrants.
The Portfolio may invest in rights or warrants.
The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio will limit its investment in illiquid securities to no more
than 15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio may make loans of portfolio securities up to 33-1/3% of its
total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
Policy eliminated.
Under the 1940 Act, the Portfolio may invest not more than 10% of its total
assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act or
the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.

The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.


SK 00250 0073 695908














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EX-99.77D POLICIES

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
SMALL CAP GROWTH PORTFOLIO

FORMER POLICIES
CURRENT POLICIES

Investment Objective:
Fundamental:
The Portfolio's investment objective is growth of capital by pursuing
aggressive investment policies.  Current income is incidental to the
Portfolio's objective.
Non-fundamental:
The Portfolio's investment objective is long-term growth of capital.

Fundamental Investment Policies:
The Portfolio may not purchase the securities of any one issuer, other than
the U.S. Government or any of its agencies or instrumentalities, if
immediately after such purchase more than 5% of the value of its total assets
would be invested in such issuer or the Portfolio would own more than 10% of
the outstanding voting securities of such issuer, except that up to 25% of the
value of the Portfolio's total assets may be invested without regard to
such 5% and 10% limitations.
The Portfolio is diversified.
The Portfolio may not invest more than 25% of the value of its total assets
in any particular industry.
The Portfolio may not concentrate investments in an industry, as concentration
may be defined under the 1940 Act or the rules and regulations thereunder (as
such statute, rules or regulations may be amended from time to time) or by
guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities.
The Portfolio may not borrow money except for temporary or emergency purposes
in an amount not exceeding 5% of its total assets at the time the borrowing is
made.












Related non-fundamental policy:
Under the 1940 Act, the Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term
is defined and used in the 1940 Act, of at least 300% for all borrowings of
the Portfolio.  In addition, under the 1940 Act, in the event asset coverage
falls below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%.
The Portfolio may not issue any senior security (as that term is defined in
the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, or interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such as
swaps are not deemed to involve the issuance of a senior security.

Related non-fundamental policy eliminated.
The Portfolio may not issue senior securities, except as permitted under the
1940 Act and interpretations thereunder.
Policy eliminated.  See above.
The Portfolio may not purchase or sell real estate.
The Portfolio may not purchase or sell real estate except that it may dispose
of real estate acquired as a result of the ownership of securities or other
instruments.  This restriction does not prohibit the Portfolio from investing
in securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business.
The Portfolio may not participate on a joint or joint and several basis in any
securities trading account.
Policy eliminated.
The Portfolio may not invest in companies for the purpose of exercising
control.
Policy eliminated.
The Portfolio may not, except as permitted in connection with short sales
of securities against the box, make short sales of securities. (This is listed
twice in the same list; see #7 and #10 on p. 58 of SAI)

Related non-fundamental policy.

The Portfolio may make short sales of securities "against the box" but not
more than 15% of its net assets may be deposited on short sales. (P)  The
Portfolio may only make short sales of securities against the box. (SAI)
Policy eliminated.





Related non-fundamental policy eliminated.
The Portfolio may not make loans of its funds or assets to any other person,
which shall not be considered as including the purchase of a portion of an
issue of publicly distributed debt securities, whether or not the purchase was
made upon the original issuance of the securities; except that the Portfolio
may purchase non-publicly distributed securities subject to the limitations
applicable to restricted securities and except or the lending of portfolio
securities.
The Portfolio may not make loans except through (i) the purchase of debt
obligations in accordance with its investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted under
the 1940 Act, the rules and regulations thereunder (as such statutes, rule or
regulations may be amended from time to time), or by guidance regarding, and
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio may not, except as permitted in connection with short sales of
securities or writing of call options, pledge, mortgage or hypothecate any of
its assets.
Policy eliminated.
The Portfolio may not purchase securities on margin, but it may obtain such
short-term credits as may be necessary for the clearance of purchases and
sales of securities.
Fundamental policy eliminated.

New non-fundamental policy:
The Portfolio may not purchase securities on margin, except (i) as otherwise
provided under rules adopted by the SEC under the 1940 Act or by guidance
regarding the 1940 Act, or interpretations thereof, and (ii) that the
Portfolio may obtain such short-term credits as are necessary for the
clearance of portfolio transactions, and the Portfolio may make margin
payments in connection with futures contracts, options, forward contracts,
swaps, caps, floors, collars and other financial instruments.

Non-fundamental Investment Policies:
The Portfolio may write covered call options of up to 15% of its total assets
and purchase and sell put and call options written by others of up to, for all
options, 10% of its total assets. (P) It is the Portfolio's policy not to
write a call option if the premium to be received by the Portfolio in
connection with such option would not produce an annualized return of at
least 15% of the then market value of the securities subject to option.  The
Portfolio will not sell a call option written or guaranteed by it if, as a
result of such sale, the aggregate of the Portfolio's securities subject to
outstanding call options (valued at the lower of the option price or market
value of such securities) would exceed 15% of the Portfolio's total
assets.  The Portfolio will not see any call option if such sale would result
in more than 10% of the Portfolio's assets being committed to call options
written by the Portfolio, which, at the time of sale by the Portfolio, have
a remaining term of more than 100 days.  The aggregate cost of all outstanding
options purchased and held by the Portfolio shall at no time exceed 10% of the
Portfolio's total assets. (SAI)
Policy eliminated.
The Portfolio may make loans of portfolio securities up to 33-1/3% of its
total assets (including collateral for any security loaned).
The Portfolio may lend portfolio securities to the extent permitted under
the 1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
interpretations of, or exemptive orders under, the 1940 Act.
The Portfolio will limit its investments in standby commitments so that the
aggregate purchase price of the securities subject to the commitments does
not exceed 20% of its assets.
Policy eliminated.
Not more than 15% of the Portfolio's total assets may be invested in
restricted or not readily marketable assets at any one time.
The Portfolio will limit its investment in illiquid securities to no more than
15% of net assets or such other amount permitted by guidance regarding
the 1940 Act.
The Portfolio will not purchase securities of any company with a record of
less than three years continuous operation (including that of predecessors)
if such purchase would cause the Portfolio's investments in such companies,
taken at cost, to exceed 25% of the value of the Portfolio's total assets.
Policy eliminated.
It is a non-fundamental policy of the Portfolio that the Portfolio will not
purchase or sell commodities, except as permitted under the 1940 Act and that
(i) the Portfolio may utilize futures and options thereon only for hedging
purposes, (ii) the Portfolio will not enter into any futures contracts or
options on futures contracts if immediately thereafter the market values of
the outstanding futures contracts of the Portfolio and the futures contracts
subject to outstanding options written by the Portfolio would exceed 50% of
its total assets, (iii) the Portfolio will not purchase or sell a stock index
future if immediately thereafter more than 30% of its total assets would be
hedged by stock index futures, and (iv) the Portfolio will not purchase or
sell a stock index future if, immediately thereafter, the sum of the amount
of margin deposit on the Portfolio's existing futures positions would
exceed 5% of the market value of the Portfolio's total assets.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not purchase or sell commodities regulated by the
Commodity Futures Trading Commission under the Commodity Exchange Act
or commodities contracts except for futures contracts and options on
futures contracts.
The Portfolio may not underwrite securities issued by other persons,
except as permitted under the 1940 Act.
Non-fundamental policy eliminated.

New fundamental policy:
The Portfolio may not act as an underwriter of securities, except that the
Portfolio may acquire restricted securities under circumstances in which, if
such securities were sold, the Portfolio might be deemed to be an underwriter
for purposes of the Securities Act. of 1933, as amended (the "Securities
Act"). Under the 1940 Act, the Portfolio may invest not more than 10% of its
total assets in securities of other investment companies.  In addition, under
the 1940 Act each Portfolio may not own more than 3% of the total outstanding
voting stock of any investment company and not more than 5% of the value of
each Portfolio's total assets may be invested in the securities of any
investment company.
The Portfolio may invest in the securities of other investment companies,
including exchange-traded funds, to the extent permitted under the 1940 Act
or the rules and regulations thereunder (as such statute, rules or regulations
may be amended from time to time) or by guidance regarding, interpretations
of, or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.


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