EXPENSE LIMITATION UNDERTAKING

                        ALLIANCE CAPITAL MANAGEMENT L.P.
                           1345 Avenue of the Americas
                            New York, New York 10105

                                                      May 1, 2005

ALLIANCEBERNSTEIN VARIABLE
PRODUCTS SERIES FUND, INC.
1345 Avenue of The Americas
New York, New York 10105

Dear Sirs:

          Alliance Capital Management L.P. herewith undertakes that for the
Expense Limitation Period, as defined below, we shall cause the aggregate
operating expenses of every character incurred by your AllianceBernstein Global
Research Growth Portfolio (the "Portfolio") to be limited to 1.20% and 1.45% of
your aggregate average daily net assets for Classes A and B of the Portfolio,
respectively (the "Limitation"). To determine the amount of the Portfolio's
expenses in excess of the Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Limitation
based on the number of days elapsed within the fiscal year of the Portfolio (the
"Prorated Limitation"). The Prorated Limitation shall be compared to the
expenses of the Portfolio recorded through the current day in order to produce
the allowable expenses to be recorded and accrued for the Portfolio current day
(the "Allowable Expenses"). If the expenses of the Portfolio for the current day
exceed the Allowable Expenses, we shall be responsible for such excess and will
for the current day (i) reduce our advisory fees and/or (ii) reimburse the Fund
accordingly.

          For purposes of this Undertaking, the Expense Limitation Period shall
mean the period commencing on the date hereof and terminating on May 1, 2007.
The Expense Limitation Period and the Undertaking given hereunder will
automatically be extended for additional one-year terms unless we provide you
with at least 60 days' notice prior to the end of any Expense Limitation Period,
of our determination not to extend this Undertaking beyond its then current
term.

          We understand and intend that you will rely on this Undertaking in
preparing and filing a Registration Statement for the Portfolio on Form N-1A
with the Securities and Exchange Commission, in accruing the Portfolio's
expenses for purposes of calculating its net asset value per share and for other
purposes and expressly permit you to do so.

                                    Very truly yours,
                                    ALLIANCE CAPITAL MANAGEMENT L.P.

                                    By: Alliance Capital Management
                                        Corporation, its general
                                        partner

                                    By: /s/ Mark R. Manley
                                        -----------------------------

00250.0292 #539702