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                           ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
                                    - AllianceBernstein Utility Income Portfolio
                      - AllianceBernstein Wealth Appreciation Strategy Portfolio
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Supplement  dated  May  7,  2009  to  the  Prospectus  dated  May  1,  2009  for
AllianceBernstein  Variable  Products  Series  Fund,  Inc.  (the  "Prospectus"),
offering  Class A and Class B shares  of the  AllianceBernstein  Utility  Income
Portfolio and the AllianceBernstein Wealth Appreciation Strategy Portfolio (each
a "Portfolio" and together the "Portfolios").

At a meeting of the Board of Directors of  AllianceBernstein  Variable  Products
Series Fund,  Inc.  (the "Fund")  held on May 5-7,  2009,  the Board of the Fund
approved the liquidation and termination of the Portfolios (the "Liquidations").
The  Separate  Accounts  will give their  Contractowners  60 days' notice of the
Liquidations.  The process of liquidating  the  Portfolios'  securities to raise
cash may commence  prior to the  expiration  of the 60 days'  notice  period and
continue  thereafter.  The  Liquidations  are expected to be  consummated in the
third  quarter of 2009 and the  liquidating  distributions  will be made shortly
thereafter.





This  Supplement  should  be read in  conjunction  with the  Prospectus  for the
Portfolios.

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

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