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















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