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