This is filed pursuant to Rule 497(e).
File Nos. 33-18647 and 811-5398.



[LOGO] ALLIANCEBERNSTEIN (SM)
       Investment Research and Management

                                 ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND
                                 - AllianceBernstein Growth and Income Portfolio
                                      - AllianceBernstein Total Return Portfolio
                                    - AllianceBernstein Utility Income Portfolio
                            - AllianceBernstein Real Estate Investment Portfolio

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Supplement  dated  August  6,  2004 to the  prospectuses  dated  May 3,  2004 of
AllianceBernstein Variable Products Series Fund that offer the Class A and Class
B shares of the above-referenced portfolios. This information supersedes certain
information under the heading "MANAGEMENT OF THE PORTFOLIOS."

The  following  disclosure  replaces the  information  regarding  the  portfolio
managers of AllianceBernstein  Growth and Income Portfolio and AllianceBernstein
Total  Return  Portfolio  in the table under  "MANAGEMENT  OF THE  PORTFOLIOS  -
Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Growth and Income  Portfolio and  AllianceBernstein  Total Return  Portfolio are
made by the Adviser's  Relative Value Team,  which is responsible for management
for all of the Adviser's Relative Value accounts.  The Relative Value Investment
Team relies  heavily on the  fundamental  analysis and research of the Adviser's
large  internal  research  staff.  While all members of the team work jointly to
determine the majority of the investment  strategy including stock selection for
the Adviser's  Relative Value accounts,  Mr. Frank Caruso,  CIO of the Adviser's
Relative Value Team, is primarily  responsible for the day-to-day  management of
and has  oversight  and  trading  responsibilities  for the  Growth  and  Income
Portfolio,  and Ms.  Susanne  Lent,  Senior Vice  President  and a member of the
Adviser's  Relative  Value Team,  is primarily  responsible  for the  day-to-day
management of and has oversight  and trading  responsibilities  for Total Return
Portfolio.  Mr. Caruso is a Senior Vice President of Alliance Capital Management
Corporation  ("ACMC")  with  which he has  been  associated  in a  substantially
similar  capacity to his  current  position  since prior to 1999.  Ms. Lent is a
Senior  Vice  President  of  ACMC  with  which  she  has  been  associated  in a
substantially similar capacity to her current position since prior to 1999.

The  following  disclosure  replaces the  information  regarding  the  portfolio
managers  of  AllianceBernstein  Utility  Income  Portfolio  in the table  under
"MANAGEMENT OF THE PORTFOLIOS - Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Utility Income  Portfolio are made by Ms. Annie Tsao,  Senior Vice President and
Research  Analyst,  and Mr. Robert Ashton,  Vice President and Research Analyst.
Ms. Tsao has been  responsible for the Portfolio's  investments  since 2003, and
has been associated with ACMC in a substantially similar capacity to her current
position  since  prior  to  1999.  Mr.  Ashton  has  been  responsible  for  the
Portfolio's  investments  since  2004,  and has been  associated  with ACMC in a
substantially  similar capacity to his current position since 2000. Ms. Tsao and
Mr. Ashton are members of the Adviser's  Utility and Telecom research teams that
collaborate  actively on the management of the Adviser's utility portfolios.  In
addition,  Ms. Tsao and Mr. Ashton rely heavily on the fundamental  analysis and
research of the Adviser's large internal research staff.

The  following  disclosure  replaces the  information  regarding  the  portfolio
manager of AllianceBernstein Real Estate Investment Portfolio in the table under
"MANAGEMENT OF THE PORTFOLIOS - Portfolio Managers."

The day-to-day  management of and investment decisions for the AllianceBernstein
Real Estate  Investment  Portfolio are made by the REIT Investment Policy Group,
comprised of senior Value Team members.  The REIT Investment Policy Group relies
heavily on the fundamental analysis and research of the Adviser's large internal
research   staff.   No  one  person  is  principally   responsible  for  making
recommendations for the Portfolio.

You should retain this Supplement with your prospectus for future reference.

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(SM): This service mark is used under license from the owner, AllianceBernstein
      Investment Research and Management, Inc.

00250.0157 #504263