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