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















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