ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

                              ARTICLES OF AMENDMENT

     AllianceBernstein Variable Products Series Fund, Inc., a Maryland
corporation having its principal office in Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation"), certifies to the State Department of
Assessments and Taxation of Maryland that:

     FIRST: The Charter of the Corporation is hereby amended by reclassifying
all of the Class A and Class B shares of International Research Growth Portfolio
Common Stock as Class A and Class B shares of International Growth Portfolio
Common stock.

     SECOND: Upon effectiveness of this amendment to the Charter:

     (a) All of the existing assets and liabilities of International Research
Growth Portfolio shall be assigned, transferred, delivered and conveyed to
International Growth Portfolio and shall become assets and liabilities belonging
to International Growth Portfolio.

     (b) All of the outstanding Class A and Class B shares of International
Research Growth Portfolio Common Stock will be reclassified into that number of
full and fractional shares of Class A and Class B shares of International Growth
Portfolio Common Stock, par value $.001 per share, determined by dividing the
value of the assets less the liabilities of International Research Growth
Portfolio attributable to shares of Class A held by stockholders and shares of
Class B held by stockholders by the then net asset value of one Class A and
Class B share of International Growth Portfolio, as applicable, determined as of
the close of regular session trading on the New York Stock Exchange on the day
of effectiveness of this amendment. Fractional shares shall be rounded to the
second decimal place.

     (c) Open accounts on the share records of International Research Growth
Portfolio in the name of each Class A and Class B stockholder of International
Research Growth Portfolio Common Stock shall be established representing the
appropriate number of Class A and Class B shares of International Growth
Portfolio Common Stock, respectively, deemed to be owned by each such
stockholder as a result of the reclassification.

     THIRD: This amendment shall not increase the authorized capital stock of
the Corporation and does not amend the description of any class of stock as set
forth in the Charter.

     FOURTH: The amendment to the charter of the Corporation as herein set forth
has been duly advised by the Board of Directors.

     FIFTH: The effective date of these Articles of Amendment shall be December
7, 2007.


          IN WITNESS WHEREOF, AllianceBernstein Variable Products Series Fund,
Inc. has caused these Articles of Amendment to be executed in its name and on
its behalf by Marc O. Mayer, President of the Corporation, and witnessed by
Andrew L. Gangolf, the Assistant Secretary of the Corporation, this 9th day of
January, 2008. The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and states that
to the best of his knowledge, information and belief, the matters and facts set
forth in these Articles with respect to the authorization and approval of the
amendments of the Corporation's charter are true in all material respects, and
that this statement is made under the penalties of perjury.

                                        ALLIANCEBERNSTEIN VARIABLE PRODUCTS
                                        SERIES FUND, INC.


                                        By: /s/ Marc O. Mayer
                                            -----------------
                                                Marc O. Mayer
                                                President

WITNESS:


/s/ Andrew L. Gangolf
---------------------
Andrew L. Gangolf
Assistant Secretary

SK 00250 0456 860388