N-Q/A 1 a144355.txt AMENDED SCHEDULE OF PORTFOLIO HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-Q/A QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-5398 ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. (Exact name of registrant as specified in charter) 1345 Avenue of the Americas, New York, New York 10105 (Address of principal executive offices) (Zip code) Mark R. Manley Alliance Capital Management, L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 221-5672 Date of fiscal year end: December 31, 2005 Date of reporting period: March 31, 2005 ITEM 1. SCHEDULE OF INVESTMENTS. This amendment on Form N-Q/A is being filed in order to supplement the information contained in the Fund's Form N-Q dated March 31, 2005 (the "Report") and filed with the SEC on May 27, 2005. The Report, while accurately reporting the value of the AllianceBernstein Growth and Income Portfolio's (the "Portfolio") holdings in Fannie Mae common stock, inadvertently omitted the number of shares. As of March 31, 2005, the Portfolio held 1,050,600 shares of Fannie Mae common stock. Other than the aforementioned change, this amendment on Form N-Q/A does not amend or update the Report in any way. 2 ITEM 2. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. (b) There were no significant changes in the registrant's internal control over financial reporting that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEM 3. EXHIBITS. The following exhibits are attached to this Form N-Q: EXHIBIT NO. DESCRIPTION OF EXHIBIT 11(a)(1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 11(a)(2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): AllianceBernstein Variable Products Series Fund, Inc. By: /s/ Marc O. Mayer ----------------- Marc O. Mayer President Date: September 8, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Marc O. Mayer ----------------- Marc O. Mayer President Date: September 8, 2005 By: /s/ Mark D. Gersten ------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: September 8, 2005 4