Exhibit (i)



                       SEWARD & KISSEL LLP
                     ONE BATTERY PARK PLAZA
                    NEW YORK, NEW YORKY 10004

                    Telephone: (212) 574-1200
                    Facsimile: (212) 480-8421
                         www.sewkis.com


                                            April 26, 2001


Alliance Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105

Ladies and Gentlemen:

    We have acted as counsel for Alliance Variable Products
Series Fund, Inc., a Maryland corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an indefinite number
of shares, par value $.001 per share, of Class A Common Stock and
Class B Common Stock (each a "Class" and collectively the
"Shares") of the Company's nineteen portfolios (the
"Portfolios").  The Company is registered under the Investment
Company Act of 1940, as amended, as an open-end management
investment company.

     As counsel for the Company, we have participated in the
preparation of the Post-Effective Amendment to the Company's
Registration Statement on Form N-1A (File Nos. 33-18647 and
811-5398) (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") on
April 27, 2001 in which this letter is included as Exhibit (i).
We have examined the Charter and By-laws of the Company and any
amendments and supplements thereto and have relied upon a
certificate of an officer of the Company certifying the
resolutions of the Board of Directors of the Company authorizing
the sale and issuance of the Shares.  We have also examined and
relied upon such records of the Company and such other documents
and certificates as to factual matters as we have deemed to be
necessary to render the opinion expressed herein.

     Based on such examination, we are of the opinion that the
Shares to be offered for sale pursuant to the Registration
Statement are, to the extent of the number of Shares of the





relevant Classes of the Portfolios authorized to be issued by the
Company in its Charter, duly authorized, and, when sold, issued
and paid for as contemplated by the Registration Statement, will
have been validly issued and will be fully paid and nonassessable
under the laws of the State of Maryland.

     We do not express an opinion with respect to any laws other
than the laws of Maryland applicable to the due authorization,
valid issuance and nonassessability of shares of common stock of
corporations formed pursuant to the provisions of the Maryland
General Corporation Law.  Accordingly, our opinion does not
extend to, among other laws, the federal securities laws or the
securities or "blue sky" laws of Maryland or any other
jurisdiction.  Members of this firm are admitted to the bar in
the State of New York and the District of Columbia.

     We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "General Information -
 Counsel" in the Part B thereof.  In giving this consent, we do
not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.


                                       Very truly yours,


                                       /s/ Seward & Kissel LLP
























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