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















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