ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

 Form of Amended and Restated Plan pursuant to Rule 18f-3 under the
                  Investment Company Act of 1940

       Effective as amended and restated September 13, 2003

          The Plan (the "Plan") pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "Act") of
AllianceBernstein Variable Products Series Fund, Inc. (the
"Fund"), which sets forth the general characteristics of, and the
general conditions under which the Fund may offer, multiple
classes of shares of its now existing and hereafter created
portfolios is hereby amended and restated in its entirety.(1)
This Plan may be revised or amended from time to time as provided
below.

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(1)  This Plan is intended to allow the Fund to offer multiple
     classes of shares to the full extent and in the manner
     permitted by Rule 18f-3 under the Act (the "Rule"), subject
     to the requirements and conditions imposed by the Rule.


CLASS DESIGNATIONS

          Each of the Fund's constituent portfolios (each, a
"Portfolio") may from time to time issue one or more of the
following classes of shares: Class A shares and Class B shares.
Each of the two classes of shares will represent interests in the
same portfolio of investments of the Portfolio and, except as
described herein, shall have the same rights and obligations as
each other class. Each class shall be subject to such investment
minimums and other conditions of eligibility as are set forth in
the Fund's prospectus or statement of additional information as
from time to time in effect (the "Prospectus").

CLASS CHARACTERISTICS

          Class A shares are offered at a public offering price
that is equal to their net asset value ("NAV") without an initial
sales charge or a contingent deferred sales charge ("CDSC") and
without being subject to a Rule 12b-1 fee.

          Class B shares are offered at their NAV, without an
initial sales charge or a CDSC, but may be subject to a Rule
12b-1 fee, which may include a service fee, as described in the
Prospectus.

          The Class A shares and Class B shares may subsequently
be offered pursuant to an initial sales charge and/or CDSC (each
of which may be subject to reduction or waiver) as permitted by
the Act, and as described in the Prospectus.

ALLOCATIONS TO EACH CLASS

     EXPENSE ALLOCATIONS

          The following expenses shall be allocated, to the
extent practicable, on a class-by-class basis: (i) Rule 12b-1
fees payable by the Fund to the distributor or principal
underwriter of the Fund's Class B shares (the "Class B
Distributor")(2) and (ii) transfer agency costs attributable to
Class A shares and Class B shares. Subject to the approval of the
Fund's Board of Directors, including a majority of the
disinterested Directors, the following "Class Expenses" may, to
the extent not required to be borne by the Fund's investment
adviser (the "Adviser") pursuant to the Fund's Investment
Advisory Agreement, be allocated on a class-by-class basis: (a)
printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses
and proxy statements to current shareholders of a specific class,
(b) SEC registration fees incurred with respect to a specific
class, (c) blue sky and foreign registration fees and expenses
incurred with respect to a specific class, (d) the expenses of
administrative personnel and services required to support
shareholders of a specific class, (e) litigation and other legal
expenses relating to a specific class of shares, (f) Directors'
fees or expenses incurred as a result of issues relating to a
specific class of shares, (g) accounting and consulting expenses
relating to a specific class of shares, (h) any fees imposed
pursuant to a non-Rule 12b-1 shareholder services plan that
relate to a specific class of shares, and (i) any additional
expenses, not including advisory or custodial fees or other
expenses related to the management of the Fund's assets, if these
expenses are actually incurred in a different amount with respect
to a class or if these expenses relate to services provided with
respect to a class that are of a different kind or to a different
degree than with respect to one or more other classes.

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(2)  As of the date of this Plan, only Class B shareholders have
     a Rule 12b-1 plan.


          All expenses, other than Rule 12b-1 fees and transfer
agency costs, not now or hereafter designated as Class Expenses
("Portfolio Expenses") will be allocated to each class on the
basis of the net asset value of that class in relation to the net
asset value of the Portfolio.

          However, notwithstanding the above, the Fund may
allocate all expenses other than Rule 12b-1 fees, transfer agency
costs and Class Expenses based on the settled shares method, as
permitted by the Rule.

     WAIVERS AND REIMBURSEMENTS

          The Adviser or Class B Distributor may choose to waive
or reimburse Rule 12b-1 fees, transfer agency fees or any Class
Expenses on a voluntary, temporary basis. Such waiver or
reimbursement may be applicable to some or all of the classes and
may be in different amounts for one or more classes.

     INCOME, GAINS AND LOSSES

          Income and realized and unrealized capital gains and
losses shall be allocated to each class on the basis of the net
asset value of that class in relation to the net asset value of
the Portfolio.

          The Fund may allocate income and realized and
unrealized capital gains and losses to each share based on the
settled shares method, as permitted by the Rule.

CONVERSION AND EXCHANGE

     CONVERSION FEATURES

          Neither Class A shares nor Class B shares shall convert
into the other. Subsequent classes of shares (each a "Converting
Class") may automatically convert into another class of shares
(the "Conversion Class"), subject to such terms as may be
approved by the Directors.

          In the event of any material increase in payments
authorized under Rule 12b-1 plan (or, if presented to
shareholders, any material increase in payments authorized by a
non-Rule 12b-1 shareholder services plan) applicable to any
Conversion Class, existing Converting Class shares will stop
converting into the Conversion Class shares unless the Converting
Class shareholders, voting separately as a class, approve the
increase in such payments. Pending approval of such increase, or
if such increase is not approved, the Directors shall take such
action as is necessary to ensure that existing Converting Class
shares are exchanged or converted into a new class of shares
("New Conversion Class") identical in all material respects to
the Conversion Class shares as existed prior to the
implementation of the increase in payments, no later than such
shares were previously scheduled to convert to the Conversion
Class shares. If deemed advisable by the Directors to implement
the foregoing, such action may include the exchange of all
existing Converting Class shares for a new class of shares ("New
Converting Class"), identical to existing Converting Class
shares, except that New Converting Class shares shall convert to
New Conversion Class shares. Converting Class shares sold after
the implementation of the fee increase may convert into
Conversion Class shares subject to the higher maximum payment,
provided that the material features of the Conversion Class plan
and the relationship of such plan to the Converting Class shares
are disclosed in an effective registration statement.

     EXCHANGE FEATURES

          Shares of each class generally will be permitted to be
exchanged only for shares of a class with similar characteristics
in another Portfolio; Class A shares may be exchanged for Class A
shares of another Portfolio; Class B shares may be exchanged for
Class B shares of another Portfolio. All exchange features
applicable to each class will be described in the Prospectus.

DIVIDENDS

          Dividends paid by the Fund with respect to its Class A
and Class B shares, to the extent any dividends are paid, will be
calculated in the same manner, at the same time and will be in
the same amount, except that any Rule 12b-1 fee payments relating
to a class of shares will be borne exclusively by that class and
any incremental transfer agency costs or, if applicable, Class
Expenses relating to a class, shall be borne exclusively by that
class.

VOTING RIGHTS

          Each share of each Portfolio entitles the shareholder
of record to one vote. Each class of shares of the Portfolio will
vote separately as a class with respect to any Rule 12b-1 plan
applicable to that class and on other matters for which class
voting is required under applicable law. Class B shareholders
will vote separately as a class to approve any material increase
in payments authorized under the Rule 12b-1 plan applicable to
Class B shares.

RESPONSIBILITIES OF THE DIRECTORS

          On an ongoing basis, the Directors will monitor the
Fund and each Portfolio for the existence of any material
conflicts among the interests of the two classes of shares. The
Directors shall further monitor on an ongoing basis the use of
waivers or reimbursement by the Adviser or the Class B
Distributor of expenses to guard against cross-subsidization
between classes. The Directors, including a majority of the
disinterested Directors, shall take such action as is reasonably
necessary to eliminate any such conflict that may develop. If a
conflict arises, the Adviser and the Class B Distributor and the
distributor of the Class A shares (together with the Class B
Distributor, the "Distributors"), at their own cost, will remedy
such conflict up to and including establishing one or more new
registered management investment companies.

REPORTS TO THE DIRECTORS

          The Adviser and the Class B Distributor will be
responsible for reporting any potential or existing conflicts
among the two classes of shares to the Directors. In addition,
the Directors will receive quarterly and annual statements
concerning distributions and shareholder servicing expenditures
complying with paragraph (b)(3)(ii) of Rule 12b-1. In the
statements, only expenditures properly attributable to the direct
or indirect sale or servicing of a particular class of shares
shall be used to justify any distribution or service fee charged
to that class. The statements, including the allocations upon
which they are based, will be subject to the review of the
disinterested Directors in the exercise of their fiduciary
duties. At least annually, the Directors shall receive a report
from an expert acceptable to the Directors (the "Expert"), with
respect to the methodology and procedures for calculating the net
asset value, dividends and distributions for the classes, and the
proper allocation of income and expenses among the classes. The
report of the Expert shall also address whether the Fund has
adequate facilities in place to ensure the implementation of the
methodology and procedures for calculating the net asset value,
dividends and distributions for the classes, and the proper
allocation of income and expenses among the classes. The Fund and
the Adviser will take immediate corrective measures in the event
of any irregularities reported by the Expert.

AMENDMENTS

          The Plan may be amended from time to time in accordance
with the provisions and requirements of the Rule.

DISINTERESTED DIRECTORS AND THEIR COUNSEL

          While the Plan is in effect, the selection and
nomination of the Directors who are not "interested persons" of
the Fund (as defined in the Act) will be committed to the
discretion of such disinterested Directors and any person who
acts as legal counsel for the disinterested Directors shall be
"independent legal counsel" as defined in applicable regulations
under the Act.

Amended and restated by action of the Board of Directors this
13th day of September, 2003.

By:
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    Mark Manley
    Secretary

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