UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

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)

Joseph J. Mantineo

Alliance Bernstein 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, 2008

Date of reporting period: June 30, 2008

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Shares Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

BALANCED SHARES PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Balanced Shares Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	884.71	$	3.80	0.81	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.84	$	4.07	0.81	%
Class B
Actual	$	1,000	$	883.62	$	4.96	1.06	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.59	$	5.32	1.06	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

BALANCED SHARES PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association (Bonds & Preferred Stock)	$	7,859,799	5.8	%
Exxon Mobil Corp.		4,741,394	3.5
ConocoPhillips		4,474,086	3.3
Total SA (Sponsored) (ADR)		3,751,880	2.8
Chevron Corp.		3,469,550	2.6
Eli Lilly & Co.		3,369,680	2.5
ACE Ltd.		3,354,981	2.5
Merck & Co., Inc.		3,294,106	2.5
Lockheed Martin Corp.		3,226,182	2.4
JPMorgan Chase & Co. (Bonds & Common Stock)		2,821,397	2.1
	$	40,363,055	30.0	%

SECURITY TYPE BREAKDOWN

June 30, 2008 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	98,275,994	72.9	%
Corporate-Investment Grades		14,577,056	10.8
Mortgage Pass Throughs		7,937,811	5.9
Commercial Mortgage-Backed Securities		5,596,545	4.2
Governments-Treasuries		2,385,194	1.8
Asset-Backed Securities		1,294,253	1.0
Non-Convertible-Preferred Stocks		976,171	0.7
Corporate-Non-Investment Grades		960,909	0.7
Governments-Sovereign Bonds		542,917	0.4
Agencies		435,473	0.3
Quasi-Sovereigns		383,332	0.3
CMOS		284,346	0.2
Other*		453,066	0.3
Short-Term Investments		675,000	0.5
Total Investments	$	134,778,067	100.0	%

* “Other” represents less than 0.2% weightings in the following types: Inflation-Linked Securities and Governments-Sovereign Agencies.

2

BALANCED SHARES PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–73.0%
ENERGY–14.4%
ENERGY EQUIPMENT & SERVICES–0.0%
Baker Hughes, Inc.	10	$	873
OIL, GAS & CONSUMABLE FUELS–14.4%
Chevron Corp.	35,000		3,469,550
ConocoPhillips	47,400		4,474,086
Exxon Mobil Corp.	53,800		4,741,394
Marathon Oil Corp.	21,000		1,089,270
Noble Energy, Inc.	17,900		1,800,024
Total SA (Sponsored) (ADR)	44,000		3,751,880
			19,326,204
			19,327,077
FINANCIALS–13.5%
CAPITAL MARKETS–1.8%
Bank of New York Mellon Corp.	15,120		571,990
Franklin Resources, Inc.	1,600		146,640
The Goldman Sachs Group, Inc.	8,100		1,416,690
Lehman Brothers Holdings, Inc.	12,900		255,549
			2,390,869
COMMERCIAL BANKS–0.5%
Wells Fargo & Co.	29,500		700,625
DIVERSIFIED FINANCIAL SERVICES–2.8%
Bank of America Corp.	36,600		873,642
Citigroup, Inc.	26,100		437,436
JP Morgan Chase & Co.	74,400		2,552,664
			3,863,742
INSURANCE–7.2%
ACE Ltd.	60,900		3,354,981
American International Group, Inc.	18,700		494,802
Axis Capital Holdings Ltd.	78,400		2,337,104
Chubb Corp.	6,200		303,862
Hartford Financial Services Group, Inc.	36,200		2,337,434
MetLife, Inc.	9,100		480,207
Prudential Financial, Inc.	5,200		310,648
Willis Group Holdings Ltd.	2,000		62,740
			9,681,778
THRIFTS & MORTGAGE FINANCE–1.2%
Federal National Mortgage Association	80,900		1,578,359
			18,215,373
HEALTH CARE–11.8%
HEALTH CARE PROVIDERS & SERVICES–3.3%
Aetna, Inc.	39,300		1,592,829

Company	Shares	U.S. $ Value
UnitedHealth Group, Inc.	32,400	$	850,500
WellPoint, Inc.(a)	41,800		1,992,188
			4,435,517
PHARMACEUTICALS–8.5%
Eli Lilly & Co.	73,000		3,369,680
Johnson & Johnson	25,410		1,634,879
Merck & Co., Inc.	87,400		3,294,106
Schering-Plough Corp.	107,300		2,112,737
Wyeth	22,500		1,079,100
			11,490,502
			15,926,019
INDUSTRIALS–8.9%
AEROSPACE & DEFENSE–7.1%
Honeywell International, Inc.	47,300		2,378,244
Lockheed Martin Corp.	32,700		3,226,182
Raytheon Co.	29,890		1,682,209
United Technologies Corp.	37,300		2,301,410
			9,588,045
ELECTRICAL EQUIPMENT–1.1%
Cooper Industries Ltd.–Class A	12,740		503,230
Emerson Electric Co.	19,670		972,681
			1,475,911
INDUSTRIAL CONGLOMERATES–0.7%
General Electric Co.	35,240		940,556
			12,004,512
INFORMATION TECHNOLOGY–7.6%
COMMUNICATIONS EQUIPMENT–0.5%
Cisco Systems, Inc.(a)	29,200		679,192
COMPUTERS & PERIPHERALS–2.3%
Hewlett-Packard Co.	9,400		415,574
International Business Machines Corp.	10,100		1,197,153
Sun Microsystems, Inc.(a)	130,025		1,414,672
			3,027,399
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.9%
Tyco Electronics Ltd.	35,600		1,275,192
IT SERVICES–1.2%
Accenture Ltd.–Class A	41,200		1,677,664
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.7%
Integrated Device Technology, Inc.(a)	44,100		438,354
Intel Corp.	15,000		322,200
Nvidia Corp.(a)	10,300		192,816
			953,370

3

BALANCED SHARES PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
SOFTWARE–2.0%
Adobe Systems, Inc.(a)	13,200	$	519,948
Microsoft Corp.	78,200		2,151,282
			2,671,230
			10,284,047
CONSUMER STAPLES–5.8%
FOOD & STAPLES RETAILING–2.1%
BJ’s Wholesale Club, Inc.(a)	26,900		1,041,030
Safeway, Inc.	62,200		1,775,810
			2,816,840
HOUSEHOLD PRODUCTS–1.2%
Procter & Gamble Co.	26,000		1,581,060
TOBACCO–2.5%
Altria Group, Inc.	26,300		540,728
Lorillard, Inc.(a)	23,300		1,611,428
Philip Morris International, Inc.	25,000		1,234,750
			3,386,906
			7,784,806
CONSUMER DISCRETIONARY–4.9%
HOUSEHOLD DURABLES–0.1%
Garmin Ltd.	2,300		98,532
INTERNET & CATALOG RETAIL–0.1%
Expedia, Inc.(a)	7,900		145,202
MEDIA–4.7%
The DIRECTV Group, Inc.(a)	39,100		1,013,081
EW Scripps Co.–Class A	6,700		278,318
Gannett Co., Inc.	22,400		485,408
Omnicom Group, Inc.	11,000		493,680
Time Warner, Inc.	88,400		1,308,320
Viacom, Inc.–Class B(a)	58,990		1,801,555
The Walt Disney Co.	30,500		951,600
			6,331,962
			6,575,696
TELECOMMUNICATION SERVICES–4.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.6%
AT&T, Inc.	72,500		2,442,525
CenturyTel, Inc.	56,900		2,025,071
Verizon Communications, Inc.	48,000		1,699,200
			6,166,796
MATERIALS–1.5%
CHEMICALS–1.5%
Dow Chemical Co.	46,400		1,619,824
Eastman Chemical Co.	5,400		371,844
			1,991,668
Total Common Stocks (cost $100,125,210)			98,275,994

Company	Principal Amount (000)		U.S. $ Value
CORPORATES– INVESTMENT GRADES–10.8%
FINANCIAL INSTITUTIONS–5.1%
BANKING–2.0%
Bank of America Corp. 4.50%, 8/01/10	$	145	$	144,946
BankAmerica Capital II Series 2 8.00%, 12/15/26		44		43,951
Barclays Bank PLC 8.55%, 6/15/11(b)(c)		50		48,594
The Bear Stearns Co., Inc. 5.55%, 1/22/17		115		106,286
7.625%, 12/07/09		95		98,204
Citicorp, Inc. Series MTNF 6.375%, 11/15/08		20		20,147
Citigroup, Inc. 2.817%, 6/09/09(d)		40		39,555
3.625%, 2/09/09		105		104,847
4.625%, 8/03/10		100		99,585
5.50%, 4/11/13		65		63,439
Fleet National Bank 5.75%, 1/15/09		250		252,491
JP Morgan Chase & Co. 6.00%, 1/15/09–2/15/09		200		201,268
6.75%, 2/01/11		65		67,465
Morgan JP & Co., Inc. 6.25%, 1/15/09		94		94,902
North Fork Bancorporation, Inc. 5.875%, 8/15/12		100		95,073
RBS Capital Trust III 5.512%, 9/30/14(c)(e)		125		108,637
Regions Financial Corp. 6.375%, 5/15/12		95		93,607
Sovereign Bancorp, Inc. 4.80%, 9/01/10		155		137,551
UBS Preferred Funding Trust II 7.247%, 6/26/11(c)		250		249,189
Unicredito Italiano Capital Trust II 9.20%, 10/05/10(b)(c)		330		338,361
Union Planters Corp. 7.75%, 3/01/11		63		64,400
Wachovia Corp. 5.50%, 5/01/13		90		86,139
6.15%, 3/15/09		100		100,298
Washington Mutual, Inc. 4.20%, 1/15/10		8		6,960
Wells Fargo & Co. 4.20%, 1/15/10		50		50,146
				2,716,041

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
BROKERAGE–0.7%
The Goldman Sachs Group, Inc. 3.875%, 1/15/09	$	81	$	81,003
4.75%, 7/15/13		45		43,286
5.125%, 1/15/15		40		38,288
7.35%, 10/01/09		24		24,648
Lazard Group 6.85%, 6/15/17		160		141,119
Lehman Brothers Holdings, Inc. 6.50%, 7/19/17		70		64,758
7.875%, 11/01/09–8/15/10		195		199,762
Merrill Lynch & Co., Inc. 4.125%, 1/15/09		32		31,634
6.00%, 2/17/09		100		99,634
Series MTNC 4.125%, 9/10/09		105		103,746
Morgan Stanley 5.05%, 1/21/11		100		98,859
				926,737
FINANCE–1.0%
American General Finance Corp. 4.875%, 7/15/12		45		41,330
5.85%, 6/01/13		100		88,192
Capital One Bank 6.50%, 6/13/13		90		88,131
Capital One Financial Corp. 5.50%, 6/01/15		13		11,689
CIT Group Funding Co. of Canada 5.20%, 6/01/15		120		82,654
CIT Group, Inc. 3.375%, 4/01/09		100		94,630
5.00%, 2/01/15		105		72,603
7.625%, 11/30/12		100		83,118
Countrywide Financial Corp. Series MTN 5.80%, 6/07/12		41		38,778
Countrywide Home Loans, Inc. Series MTNL 4.00%, 3/22/11		7		6,373
General Electric Capital Corp. 4.80%, 5/01/13		90		88,170
5.875%, 2/15/12		185		191,934
HSBC Finance Corp. 7.00%, 5/15/12		40		41,432
International Lease Finance Corp. 6.375%, 3/15/09		60		59,710
iStar Financial, Inc. 5.15%, 3/01/12		30		24,750
5.65%, 9/15/11		50		42,750
6.00%, 12/15/10		200		170,500
Series B 5.95%, 10/15/13		65		53,300

Company	Principal Amount (000)		U.S. $ Value
SLM Corp. 5.375%, 1/15/13	$	125	$	110,096
				1,390,140
INSURANCE–1.1%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16		60		56,156
American RE Corp. Series B 7.45%, 12/15/26		140		140,228
Assurant, Inc. 5.625%, 2/15/14		100		94,786
Berkshire Hathaway Finance Corp. 4.20%, 12/15/10		65		65,834
Genworth Financial, Inc. 4.75%, 6/15/09		38		37,806
5.231%, 5/16/09		35		35,171
6.515%, 5/22/18		90		84,247
Hartford Financial Services Group, Inc. 6.375%, 11/01/08		125		125,804
Liberty Mutual Group, Inc. 5.75%, 3/15/14(b)		130		125,491
7.80%, 3/15/37(b)		65		51,894
North Front Pass Through Trust 5.81%, 12/15/14(b)(c)		500		465,152
Prudential Financial, Inc. 5.15%, 1/15/13		60		58,480
UnitedHealth Group, Inc. 5.25%, 3/15/11		70		69,676
WellPoint, Inc. 5.25%, 1/15/16		50		46,995
				1,457,720
REITS–0.3%
ERP Operating LP 5.25%, 9/15/14		105		97,592
HCP, Inc. 5.95%, 9/15/11		155		150,500
Simon Property Group LP 5.00%, 3/01/12		90		87,693
				335,785
				6,826,423
INDUSTRIAL–4.5%
BASIC–0.7%
ArcelorMittal 6.125%, 6/01/18(b)		95		92,839
6.50%, 4/15/14		45		45,622
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		68		73,697
The Dow Chemical Co. 7.375%, 11/01/29		10		10,606
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		40		42,050
8.375%, 4/01/17		40		42,200

5

BALANCED SHARES PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Inco Ltd. 7.75%, 5/15/12	$	80	$	85,413
International Paper Co. 4.25%, 1/15/09		43		42,859
5.30%, 4/01/15		70		61,700
7.95%, 6/15/18		55		54,694
Noranda, Inc. 6.00%, 10/15/15		135		129,997
PPG Industries, Inc. 5.75%, 3/15/13		85		86,425
United States Steel Corp. 5.65%, 6/01/13		85		82,761
Weyerhaeuser Co. 7.375%, 3/15/32		110		109,106
				959,969
CAPITAL GOODS–0.4%
Hanson Australia Funding Ltd. 5.25%, 3/15/13		120		117,134
Hutchison Whampoa International Ltd. 7.45%, 11/24/33(b)		100		101,328
John Deere Capital Corp. 4.875%, 3/16/09		100		100,498
Lafarge SA 6.15%, 7/15/11		77		77,449
Tyco International Group SA 6.00%, 11/15/13		115		110,965
Vulcan Materials Co. 5.60%, 11/30/12		90		89,363
				596,737
COMMUNICATIONS– MEDIA–0.5%
British Sky Broadcasting Group PLC 6.875%, 2/23/09		100		101,516
BSKYB Finance UK PLC 5.625%, 10/15/15(b)		85		82,267
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		50		60,449
Comcast Corp. 5.30%, 1/15/14		55		53,314
5.50%, 3/15/11		70		70,053
RR Donnelley & Sons Co. 5.50%, 5/15/15		120		114,403
Time Warner Entertainment Co. 8.375%, 3/15/23		80		86,209
WPP Finance Corp. 5.875%, 6/15/14		125		120,076
				688,287
COMMUNICATIONS– TELECOMMUNICATIONS–0.9%
AT&T Corp. 7.30%, 11/15/11		85		90,532
BellSouth Corp. 5.20%, 9/15/14		94		92,634

Company	Principal Amount (000)		U.S. $ Value
Embarq Corp. 7.082%, 6/01/16	$	138	$	131,066
New Cingular Wireless Services, Inc. 7.875%, 3/01/11		65		69,203
8.75%, 3/01/31		40		47,463
Qwest Corp. 7.50%, 10/01/14		110		105,875
7.875%, 9/01/11		115		115,000
Telefonos de Mexico SAB de CV 4.50%, 11/19/08		139		139,341
Telus Corp. 8.00%, 6/01/11		65		69,788
Verizon Communications, Inc. 4.90%, 9/15/15		40		37,953
5.25%, 4/15/13		55		54,684
Vodafone Group PLC 7.75%, 2/15/10		85		88,822
7.875%, 2/15/30		100		109,865
				1,152,226
CONSUMER CYCLICAL–AUTOMOTIVE–0.0%
Daimler Finance North America LLC 4.875%, 6/15/10		45		45,270
CONSUMER CYCLICAL– OTHER–0.2%
Starwood Hotels & Resorts Worldwide, Inc. 7.375%, 11/15/15		91		89,959
7.875%, 5/01/12		63		64,106
Toll Brothers Finance Corp. 5.15%, 5/15/15		20		17,320
6.875%, 11/15/12		95		92,026
Wyndham Worldwide Corp. 6.00%, 12/01/16		70		61,815
				325,226
CONSUMER CYCLICAL– RETAILERS–0.3%
CVS Corp. 6.125%, 8/15/16		100		100,850
Macys Retail Holdings, Inc. 4.80%, 7/15/09		100		98,001
6.30%, 4/01/09		100		99,607
Wal-Mart Stores, Inc. 4.25%, 4/15/13		40		39,776
				338,234
CONSUMER NON– CYCLICAL–0.6%
Bunge Ltd. Finance Corp. 5.875%, 5/15/13		60		58,990
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)		125		119,627

6

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Fisher Scientific International, Inc. 6.125%, 7/01/15	$	92	$	91,205
Fortune Brands, Inc. 4.875%, 12/01/13		95		91,044
Kraft Foods, Inc. 5.25%, 10/01/13		100		97,302
The Kroger Co. 7.25%, 6/01/09		70		71,866
Reynolds American, Inc. 7.25%, 6/01/12		84		86,616
7.625%, 6/01/16		105		109,391
Safeway, Inc. 4.95%, 8/16/10		90		90,582
Wyeth 5.50%, 2/01/14		50		50,404
				867,027
ENERGY–0.4%
Canadian Natural Resources Ltd. 5.15%, 2/01/13		30		30,052
Gaz Capital SA 6.212%, 11/22/16(b)		195		180,931
The Premcor Refining Group, Inc. 7.50%, 6/15/15		74		76,344
Statoilhydro Asa 6.36%, 1/15/09		45		45,765
Valero Energy Corp. 4.75%, 6/15/13		80		76,158
6.875%, 4/15/12		65		67,473
Weatherford International Ltd. 5.15%, 3/15/13		35		34,796
6.00%, 3/15/18		15		14,804
				526,323
SERVICES–0.1%
The Western Union Co. 5.93%, 10/01/16		90		88,269
TECHNOLOGY–0.3%
Computer Sciences Corp. 5.50%, 3/15/13 (b)		50		49,304
Electronic Data Systems Corp. Series B 6.50%, 8/01/13		90		92,436
Motorola, Inc. 6.50%, 9/01/25		105		78,405
7.50%, 5/15/25		20		18,707
7.625%, 11/15/10		44		44,853
Oracle Corp. 4.95%, 4/15/13		44		44,425
Xerox Corp. 7.625%, 6/15/13		25		25,960
				354,090

Company	Principal Amount (000)		U.S. $ Value
TRANSPORTATION– AIRLINES–0.1%
Southwest Airlines Co. 5.25%, 10/01/14	$	92	$	84,542
TRANSPORTATION– RAILROADS–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		25		24,768
CSX Corp. 5.50%, 8/01/13		35		34,280
				59,048
TRANSPORTATION– SERVICES–0.0%
FedEx Corp. 3.50%, 4/01/09		23		22,922
				6,108,170
UTILITY–1.2%
ELECTRIC–0.8%
Carolina Power & Light Co. 6.50%, 7/15/12		70		73,437
FirstEnergy Corp. Series B 6.45%, 11/15/11		115		118,001
Series C 7.375%, 11/15/31		80		86,992
FPL Group Capital, Inc. 6.35%, 10/01/66(c)		55		48,000
6.65%, 6/15/67(c)		170		150,282
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		40		41,141
Nisource Finance Corp. 6.80%, 1/15/19		95		93,162
Pacific Gas & Electric Co. 3.60%, 3/01/09		100		99,919
Public Service Company of Colorado Series 10 7.875%, 10/01/12		40		44,610
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)		250		251,836
				1,007,380
NATURAL GAS–0.4%
Enterprise Products Operating LP Series B 5.60%, 10/15/14		100		97,960
Texas Eastern Transmission Corp. 7.30%, 12/01/10		350		373,644
TransCanada Pipelines Ltd. 6.35%, 5/15/67(c)		120		103,616
				575,220

7

BALANCED SHARES PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
OTHER UTILITY–0.0%
Veolia Environnement 6.00%, 6/01/18	$	60	$	59,863
				1,642,463
Total Corporates–Investment Grades (cost $15,131,623)				14,577,056
MORTGAGE PASS-THRU’S–5.9%
AGENCY FIXED RATE 30-YEAR–5.9%
Federal Gold Loan Mortgage Corp. Series 2006 7.00%, 8/01/36		548		574,875
Federal National Mortgage Association Series 2004 6.00%, 11/01/34		362		366,286
Series 2006 5.00%, 2/01/36		1,168		1,123,301
6.50%, 9/01/36		296		305,388
Series 2007 4.50%, 1/01/36		1,474		1,371,325
Series 2008 5.50%, 8/01/37		3,550		3,510,194
6.50%, 12/01/37		666		686,442
Total Mortgage Pass-Thru’s (cost $8,127,452)				7,937,811
COMMERCIAL MORTGAGE-BACKED SECURITIES–4.2%
NON-AGENCY FIXED RATE CMBS–4.2%
Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A2 5.787%, 5/11/35		896		904,918
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW12, Class A4 5.902%, 9/11/38		150		146,273
Commercial Mortgage Pass Through Certificates Series 2007-C9, Class A4 6.01%, 12/10/49		190		181,850
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 6.021%, 6/15/38		185		181,458
Series 2006-C5, Class A3 5.311%, 12/15/39		155		145,564

Company	Principal Amount (000)		U.S. $ Value
Greenwich Capital Commercial Funding Corp. Series 2007-GG9, Class A4 5.444%, 3/10/39	$	195	$	181,700
GS Mortgage Securities Corp. II Series 2006-GG8, Class A2 5.479%, 11/10/39		185		183,456
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB14, Class A4 5.481%, 12/12/44		95		91,020
Series 2006-CB15, Class A4 5.814%, 6/12/43		180		175,597
Series 2006-CB16, Class A4 5.552%, 5/12/45		135		129,172
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31		270		254,094
Series 2006-C6, Class A4 5.372%, 9/15/39		330		312,229
Series 2006-C7, Class A3 5.347%, 11/15/38		195		183,832
Series 2007-C7, Class A3 5.866%, 9/15/45		325		310,049
Series 2008-C1, Class A2 6.317%, 4/15/41		310		303,443
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A4 5.414%, 7/12/46		200		189,695
Morgan Stanley Capital I Series 2005-HQ5, Class A4 5.168%, 1/14/42		1,035		998,395
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		190		184,101
Series 2007-C31, Class A4 5.509%, 4/15/47		190		176,998
Series 2007-C32, Class A2 5.924%, 6/15/49		185		182,418
Series 2007-C32, Class A3 5.929%, 6/15/49		190		180,283
Total Commercial Mortgage-Backed Securities (cost $5,780,171)				5,596,545
GOVERNMENTS– TREASURIES–1.8%
TREASURIES–1.8%
U.S. Treasury Bonds 4.50%, 2/15/36		1,470		1,459,550
U.S. Treasury Notes 3.625%, 12/31/12		625		634,521
4.25%, 11/15/17		285		291,123
Total Governments–Treasuries (cost $2,330,725)				2,385,194

8

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
ASSET-BACKED SECURITIES–1.0%
HOME EQUITY LOANS– FLOATING RATE–0.6%
Household Home Equity Loan Trust Series 2007-1, Class M1 2.862%, 3/20/36(d)	$	365	$	217,850
Newcastle Mortgage Securities Trust Series 2007-1, Class 2A1 2.613%, 4/25/37(d)		284		258,859
Option One Mortgage Loan Trust Series 2007-2, Class M1 2.843%, 3/25/37(d)		125		14,350
RAAC Series Series 2006-SP3, Class A1 2.563%, 8/25/36(d)		40		37,978
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 2.612%, 7/25/37(d)		300		245,719
				774,756
HOME EQUITY LOANS– FIXED RATE–0.4%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		370		282,302
Credit-Based Asset Servicing & Securities, Inc. Series 2003-CB1, Class AF 3.95%, 1/25/33(e)		184		157,869
Series 2005-CB7, Class AF2 5.147%, 11/25/35(e)		46		43,099
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36		38		36,227
				519,497
Total Asset-Backed Securities (cost $1,704,336)				1,294,253
	Share
NON-CONVERTIBLE– PREFERRED STOCKS–0.7%
UTILITY–0.4%
OTHER UTILITY–0.4%
Dte Energy Trust I 7.80%		20,000		502,200
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)		200		197,312

Company	Shares		U.S. $ Value
FINANCIAL INSTITUTIONS–0.1%
BANKING–0.1%
Royal Bank of Scotland Group PLC 5.75%		10,000	$	161,200
NON CORPORATE SECTORS–0.1%
AGENCIES–GOVERNMENT SPONSORED–0.1%
Federal Home Loan Mortgage Corp. Series Z 8.375%(c)		2,225		54,068
Federal National Mortgage Association 8.25%		2,675		61,391
				115,459
Total Non-Convertible–Preferred Stocks (cost $1,105,116)				976,171
	Principal Amount (000)
CORPORATES–NON- INVESTMENT GRADES–0.7%
INDUSTRIAL–0.4%
CAPITAL GOODS–0.0%
Owens Corning, Inc. 6.50%, 12/01/16	$	63		57,360
COMMUNICATIONS– MEDIA–0.1%
Clear Channel Communications, Inc. 5.50%, 9/15/14		100		60,000
Echostar DBS Corp. 6.625%, 10/01/14		13		12,025
7.125%, 2/01/16		32		29,520
				101,545
COMMUNICATIONS– TELECOMMUNICATIONS–0.2%
Nextel Communications, Inc. Series F 5.95%, 3/15/14		165		132,412
Sprint Capital Corp. 7.625%, 1/30/11		90		88,425
				220,837
CONSUMER CYCLICAL–OTHER–0.1%
Harrah’s Operating Co., Inc. 5.625%, 6/01/15		76		40,850
5.75%, 10/01/17		5		2,625
6.50%, 6/01/16		24		13,080
MGM Mirage 6.75%, 9/01/12		40		35,900
				92,455

9

BALANCED SHARES PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
CONSUMER NON-CYCLICAL–0.0%
Tyson Foods, Inc. 6.85%, 4/01/16	$	40	$	36,350
				508,547
FINANCIAL INSTITUTIONS–0.2%
BANKING–0.2%
Northern Rock PLC 5.60%, 4/30/14(b)(c)		445		255,875
FINANCE–0.0%
Countrywide Financial Corp. 6.25%, 5/15/16		92		81,912
				337,787
UTILITY–0.1%
ELECTRIC–0.1%
Dynegy Holdings, Inc. 8.375%, 5/01/16		45		43,650
Edison Mission Energy 7.00%, 5/15/17		35		32,725
NRG Energy, Inc. 7.25%, 2/01/14		40		38,200
				114,575
Total Corporates–Non-Investment Grades (cost $1,279,782)				960,909
GOVERNMENTS–SOVEREIGN BONDS–0.4%
Republic of Brazil 8.25%, 1/20/34		45		55,350
Russian Federation 7.50%, 3/31/30(b)(e)		330		370,349
United Mexican States 5.625%, 1/15/17		116		117,218
Total Governments–Sovereign Bonds (cost $548,867)				542,917
AGENCIES–0.3%
AGENCY DEBENTURES–0.3%
Federal National Mortgage Association 6.25%, 5/15/29		280		316,767
6.625%, 11/15/30		100		118,706
Total Agencies (cost $450,481)				435,473
QUASI-SOVEREIGNS–0.3%
QUASI-SOVEREIGN BONDS–0.3%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(b)		100		89,332
7.75%, 5/29/18(b)		300		294,000
Total Quasi-Sovereigns (cost $394,744)				383,332

Company	Principal Amount (000)		U.S. $ Value
CMOS–0.2%
NON-AGENCY ARMS–0.1%
Bear Stearns Alt-A Trust Series 2006-3, Class 22A1 6.176%, 5/25/36(c)	$	206	$	146,485
NON-AGENCY FIXED RATE–0.1%
Deutsche Mortgage Securities, Inc. Series 2005-WF1, Class 1A1 5.087%, 6/26/35(b)		118		117,293
NON-AGENCY FLOATING RATE–0.0%
Countrywide Alternative Loan Trust Series 2007-OA3, Class M1 2.793%, 4/25/47(d)(f)		110		20,568
Total CMOs (cost $434,530)				284,346
INFLATION-LINKED SECURITIES–0.2%
U.S. Treasury Notes 2.375%, 4/15/11 (TIPS) (cost $235,445)		238		252,250
GOVERNMENTS–SOVEREIGN AGENCIES–0.1%
Korea Development Bank 5.75%, 9/10/13 (cost $199,548)		200		200,816
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
Bank of New York 1.00%, 7/01/08 (cost $675,000)		675		675,000
TOTAL INVESTMENTS–100.1% (cost $138,523,030)				134,778,067
Other assets less liabilities–(0.1)%				(187,978	)
NET ASSETS–100.0%			$	134,590,089

10

AllianceBernstein Variable Products Series Fund

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate market value of these securities amounted to $3,231,785 or 2.4% of net assets.

(c) Variable rate coupon, rate shown as of June 30, 2008.

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2008.

(e) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2008.

(f) Illiquid security, valued at fair value. (See Note A)

The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of June 30, 2008, the fund’s total exposure to subprime investments was 1.09%. These investments are valued in accordance with the fund’s Valuation Policies (see Note A.1 for additional details).

Glossary:

ADR—American Depositary Receipt

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

11

BALANCED SHARES PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities		Other Financial Instruments*
Level 1	$	98,275,994	$	–0	–
Level 2		34,291,225		–0	–
Level 3		2,210,848		–0	–
Total	$	134,778,067	$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/07	$	6,187,085		$	–0	–
Accrued discounts/premiums		(3,616	)		–0	–
Realized gain (loss)		1,823			–0	–*
Change in unrealized appreciation/depreciation		(309,162	)		–0	–
Net purchases (sales)		(3,576,942	)		–0	–
Net transfers in and/or out of Level 3		(88,340	)		–0	–
Balance as of 6/30/08	$	2,210,848		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(293,390	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

12

BALANCED SHARES PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $138,523,030)	$	134,778,067
Cash		15,470
Receivable for investment securities sold		1,140,505
Dividends and interest receivable		495,375
Receivable for capital stock sold		2,379
Total assets		136,431,796
LIABILITIES
Payable for investment securities purchased		1,417,528
Printing fee payable		159,208
Payable for capital stock redeemed		114,121
Advisory fee payable		63,599
Administrative fee payable		25,103
Distribution fee payable		6,825
Transfer Agent fee payable		85
Accrued expenses		55,238
Total liabilities		1,841,707
NET ASSETS	$	134,590,089
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,809
Additional paid-in capital		135,801,685
Undistributed net investment income		1,675,335
Accumulated net realized gain on investment transactions		849,223
Net unrealized depreciation of investments		(3,744,963	)
	$	134,590,089

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	102,702,257	6,713,038	$	15.30
B	$	31,887,832	2,096,279	$	15.21

See notes to financial statements.

13

BALANCED SHARES PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $11,257)	$	1,217,439
Interest		1,191,446
Total investment income		2,408,885
EXPENSES
Advisory fee (see Note B)		414,002
Distribution fee—Class B		43,712
Transfer agency—Class A		902
Transfer agency—Class B		271
Printing		122,212
Custodian		68,999
Administrative		46,100
Audit		4,804
Legal		7,218
Directors’ fees		884
Miscellaneous		1,895
Total expenses		710,999
Net investment income		1,697,886
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		994,549
Net change in unrealized appreciation/depreciation of investments		(21,503,606	)
Net loss on investment transactions		(20,509,057	)
Contribution from Adviser (see Note B)		11,758
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(18,799,413	)

See notes to financial statements.

14

BALANCED SHARES PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,697,886		$	4,739,207
Net realized gain on investment transactions		994,549			14,787,087
Net change in unrealized appreciation/depreciation of investments		(21,503,606	)		(13,736,973	)
Contribution from Adviser		11,758			352,186
Net increase (decrease) in net assets from operations		(18,799,413	)		6,141,507
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,707,840	)		(4,174,710	)
Class B		(1,033,940	)		(1,026,872	)
Net realized gain on investment transactions
Class A		(11,184,205	)		(3,457,536	)
Class B		(3,433,427	)		(940,614	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		2,282,264			(34,292,453	)
Total decrease		(35,876,561	)		(37,750,678	)
NET ASSETS
Beginning of period		170,466,650			208,217,328
End of period (including undistributed net investment income of $1,675,335 and $4,719,229, respectively)	$	134,590,089		$	170,466,650

See notes to financial statements.

15

BALANCED SHARES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Balanced Shares Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return consistent with reasonable risk, through a combination of income and long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek to achieve a high return through a combination of current income and capital appreciation. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

16

AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums or accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the year ended December 31, 2007, and in response to the Independent Directors’ request, the Adviser made a payment of $352,186 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

During the six months ended June 30, 2008 the Adviser made a payment of $11,758 to the Portfolio in connection with a trading error.

17

BALANCED SHARES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008 amounted to $60,407, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	68,132,941	$	74,588,908
U.S. government securities		33,424,793		37,054,224

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	8,842,097
Gross unrealized depreciation		(12,587,060	)
Net unrealized depreciation	$	(3,744,963	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contracts and the closing of such contracts would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

18

AllianceBernstein Variable Products Series Fund

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2008, the Portfolio did not participate in dollar roll transactions.

4. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

19

BALANCED SHARES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	48,362		225,484		$	852,105		$	4,649,008
Shares issued in reinvestment of dividends and distributions	924,972		378,584			14,892,045			7,632,246
Shares redeemed	(866,729	)	(2,052,043	)		(15,415,017	)		(41,503,596	)
Net increase (decrease)	106,605		(1,447,975	)	$	329,133		$	(29,222,342	)
Class B
Shares sold	37,302		94,706		$	696,620		$	1,901,488
Shares issued in reinvestment of dividends and distributions	278,862		98,129			4,467,367			1,967,486
Shares redeemed	(180,349	)	(443,051	)		(3,210,856	)		(8,939,085	)
Net increase (decrease)	135,815		(250,216	)	$	1,953,131		$	(5,070,111	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

20

AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	5,614,509	$	5,352,104
Long-term capital gains		3,985,223		5,478,478
Total taxable distributions		9,599,732		10,830,582
Total distributions paid	$	9,599,732	$	10,830,582

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,062,699
Undistributed long-term capital gains		14,240,172
Unrealized appreciation/(depreciation)		17,647,307	(a)
Total accumulated earnings/(deficit)	$	36,950,178

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the

21

BALANCED SHARES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

NOTE K: Acquisition of AllianceBernstein Balanced Shares Portfolio by AllianceBernstein Balanced Wealth Strategy Portfolio

On June 11, 2008, the Board of Directors of the Fund approved the acquisition of the Portfolio by AllianceBernstein Variable Products Series Fund, Inc.—AllianceBernstein Balanced Wealth Strategy Portfolio (the “Acquisition”). The Acquisition does not require approval by the Portfolio’s shareholders. The Acquisition is expected to become effective late in the third quarter of 2008. As a result of the acquisition, shareholders of the Portfolio will receive shares of AllianceBernstein Balanced Wealth Strategy Portfolio equivalent to the aggregate net asset value of the shares they held in the Portfolio.

22

BALANCED SHARES PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$19.93		$20.31		$19.18		$18.94		$17.76		$15.30
Income From Investment Operations
Net investment income (a)	.20		.51		.49		.43		.46	(b)	.42
Net realized and unrealized gain (loss) on investment transactions	(2.38	)	.08		1.66		.30		1.12		2.47
Contribution from Adviser	.00	(c)	.04		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(2.18	)	.63		2.15		.73		1.58		2.89
Less: Dividends and Distributions
Dividends from net investment income	(.61	)	(.55	)	(.49	)	(.49	)	(.40	)	(.43	)
Distributions from net realized gain on investment transactions	(1.84	)	(.46	)	(.53	)	–0	–	–0	–	–0	–
Total dividends and distributions	(2.45	)	(1.01	)	(1.02	)	(.49	)	(.40	)	(.43	)
Net asset value, end of period	$15.30		$19.93		$20.31		$19.18		$18.94		$17.76
Total Return
Total investment return based on net asset value (d)	(11.53	)%*	3.05	%**	11.79	%	3.91	%	9.07	%	19.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$102,702		$131,663		$163,608		$175,005		$193,600		$197,334
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.81	%(e)(f)	.73	%	.73	%(e)	.71	%	.71	%	.79	%
Expenses, before waivers and reimbursements	.81	%(e)(f)	.73	%	.73	%(e)	.71	%	.76	%	.79	%
Net investment income	2.39	%(e)(f)	2.51	%	2.53	%(e)	2.29	%	2.57	%(b)	2.60	%
Portfolio turnover rate	68	%	67	%	40	%	52	%	60	%	81	%

See footnote summary on page 24.

23

BALANCED SHARES PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$19.79		$20.18		$19.05		$18.83		$17.69		$15.27
Income From Investment Operations
Net investment income (a)	.18		.46		.44		.38		.43	(b)	.36
Net realized and unrealized gain (loss) on investment transactions	(2.36	)	.07		1.66		.29		1.10		2.48
Contribution from Adviser	.00	(c)	.04		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(2.18	)	.57		2.10		.67		1.53		2.84
Less: Dividends and Distributions
Dividends from net investment income	(.56	)	(.50	)	(.44	)	(.45	)	(.39	)	(.42	)
Distributions from net realized gain on investment transactions	(1.84	)	(.46	)	(.53	)	–0	–	–0	–	–0	–
Total dividends and distributions	(2.40	)	(.96	)	(.97	)	(.45	)	(.39	)	(.42	)
Net asset value, end of period	$15.21		$19.79		$20.18		$19.05		$18.83		$17.69
Total Return
Total investment return based on net asset value (d)	(11.64	)%*	2.75	%**	11.56	%	3.61	%	8.79	%	18.78	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$31,888		$38,804		$44,609		$45,493		$45,047		$23,417
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.06	%(e)(f)	.98	%	.98	%(e)	.96	%	.96	%	1.05	%
Expenses, before waivers and reimbursements	1.06	%(e)(f)	.98	%	.98	%(e)	.96	%	1.01	%	1.05	%
Net investment income	2.14	%(e)(f)	2.26	%	2.28	%(e)	2.04	%	2.35	%(b)	2.29	%
Portfolio turnover rate	68	%	67	%	40	%	52	%	60	%	81	%

(a) Based on average shares outstanding.

(b) Net of expenses waived or reimbursed by the Adviser.

(c) Amount is less than $0.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 by 0.07%.

** Includes the impact of proceeds received and credited to the Portfolio by the Adviser resulting from the Dynegy class action settlement, which enhanced the performance of each share class for the year ended December 31, 2007 by 0.16% (see Note B).

24

BALANCED SHARES PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Balanced Shares Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

25

BALANCED SHARES PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to a composite index (60% Russell 1000 Value Index/40% Lehman Brothers Government/Credit Index) (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (December 1992 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 1-year period, 5th quintile of the Performance Group and Performance Universe for the 3-year period, 4th quintile of the Performance Group and Performance Universe for the 5-year period and 1st quintile of the Performance Group and Performance Universe for the 10-year period, and that the Portfolio underperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the directors that there are no institutional products managed by it which have a substantially similar investment style as the Portfolio. The directors reviewed information in the Adviser’s Form ADV and noted that it charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involve investments in securities of the same type that the Portfolio invests in (i.e., equity and fixed income securities). The directors noted that the advisory fee schedule for the Portfolio has higher rates and breakpoint levels than the fee schedule applicable to its Corresponding Fund (which was organized many years before the Portfolio).

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio

26

AllianceBernstein Variable Products Series Fund

information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the 5 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

27

BALANCED SHARES PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Shares Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	153.8	Balanced Shares Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.05 % of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Balanced Shares Portfolio	Class A    0.73%	December 31
	Class B    0.98%

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

28

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Balanced Shares, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Balanced Shares, Inc.:⁴

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Advisory Fee (%)
Balanced Shares Portfolio	Balanced Shares, Inc.	0.60% on first $200 million 0.50% on next $200 million 0.40% on the balance	0.600	0.550

The Adviser represented that it does not sub-advise any registered investment company with a similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁵ at the approximate current asset level of the Portfolio.⁶

4 Although AllianceBernstein Balanced Shares, Inc. was affected by the settlement between the Adviser and the NYAG, the fund’s fee schedule was not amended since the fund already had lower breakpoints than the NYAG related master fee schedule.

5 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

6 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

29

BALANCED SHARES PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/ objective, load type and similar 12b-1/non-12b-1 service fees, asset size comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee7	Lipper Group Median	Rank
Balanced Shares Portfolio	0.550	0.638	3/18

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁸ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)9	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Balanced Shares Portfolio	0.731	0.747	6/18	0.747	15/36

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $105,170 (or 0.25% of the Portfolio’s average net assets) in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $537,703 on behalf of the Portfolio to ABI.

7 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

8 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

9 Most recently completed fiscal year end Class A total expense ratio.

30

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $786 from the Portfolio.¹⁰

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹¹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹² study on advisory fees and various fund characteristics. The independent consultant first revisited with the Board of Directors the results of his previous two dimensional comparison analysis (fund size and family size). In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile of their comparable peers. ¹³ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

10 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

11 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

12 The Deli study was originally published in 2002 based on 1997 data.

13 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

31

BALANCED SHARES PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended January 31, 2008.¹⁶

	Portfolio Return		PG Median	PU Median	PG Rank	PU Rank
1 year	–	1.64	0.16	0.86	14/18	71/84
3 year		5.01	6.71	7.01	14/16	46/52
5 year		8.64	10.12	10.24	11/16	35/44
10 year		6.68	4.62	5.04	2/16	5/37

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)		3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)
Balanced Shares Portfolio	–	1.64	5.01	8.64	6.68	8.65
60% Russell 1000 Value Index / 40% Lehman Brothers Government/Credit Index		0.26	7.16	10.50	7.14	9.88
Russell 1000 Value Index	–	5.38	8.48	14.25	7.40	11.65
Lehman Brothers Government/Credit Bond Index		8.81	4.92	4.75	6.01	6.53
Inception Date: December 28, 1992

CONCLUSION:

Based on the factors discussed above, the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund may have had a different investment classification/objective at a different point in time.

17 The performance returns shown in the table are for the Class A shares of the Portfolio.

32

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

BALANCED WEALTH STRATEGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Balanced Wealth Strategy Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	915.39	$	3.57	0.75	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.13	$	3.77	0.75	%
Class B
Actual	$	1,000	$	913.23	$	4.76	1.00	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.89	$	5.02	1.00	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association (Common Stock and Bonds)	$	20,754,673	8.0	%
U.S. Treasury Bonds & Notes		18,537,212	7.2
Federal Home Loan Mortgage Corp. (Common Stock and Bonds)		5,966,409	2.3
JPMorgan Chase (Common Stock and Bonds)		4,051,797	1.6
Federal Home Loan Bank		3,662,471	1.4
Apple, Inc.		3,280,150	1.3
Google, Inc.—Class A		3,279,597	1.3
Exxon Mobil Corp.		3,022,859	1.2
LB UBS Commercial Mortgage Trust		2,637,527	1.0
Hewlett-Packard Co.		2,431,550	0.9
	$	67,624,245	26.2	%

SECURITY TYPE BREAKDOWN

June 30, 2008 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	158,680,947	62.0	%
Corporates—Investment Grades		20,443,832	8.0
Governments—Treasuries		18,537,212	7.2
Mortgage Pass-Thru’s		18,395,893	7.2
Commercial Mortgage-Backed Securities		13,582,058	5.3
Agencies		11,637,538	4.6
Corporates—Non-Investment Grades		1,313,324	0.5
CMOs		1,120,594	0.4
Asset-Backed Securities		924,787	0.4
Quasi-Sovereigns		884,697	0.3
Non-Convertible—Preferred Stocks		218,137	0.1
Government-Related—Non-U.S. Issuers		209,842	0.1
Other**		322,184	0.1
Short-Term Investments		9,704,000	3.8
Total Investments	$	255,975,045	100.0	%

* Long-term investments.

** “Other” represents less than 0.1% weightings in the following security types: Governments—Sovereign Bonds, Rights and Supranationals.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–61.5%
FINANCIALS–18.8%
CAPITAL MARKETS–2.4%
3i Group PLC	10,080	$	164,889
Ameriprise Financial, Inc.	2,800		113,876
The Blackstone Group LP	10,175		185,287
Credit Suisse Group AG	9,547		434,551
Deutsche Bank AG	5,500		471,152
Franklin Resources, Inc.	8,995		824,392
The Goldman Sachs Group, Inc.	7,575		1,324,867
ICAP PLC	19,640		210,369
Julius Baer Holding AG	7,268		487,414
Lehman Brothers Holdings, Inc.	2,800		55,468
Macquarie Group Ltd.	3,156		146,929
Man Group PLC	59,469		734,639
Merrill Lynch & Co., Inc.	17,600		558,096
Morgan Stanley	13,600		490,552
			6,202,481
COMMERCIAL BANKS–1.8%
Banco Santander Central Hispano SA	27,071		493,887
Barclays PLC	51,100		289,914
BNP Paribas SA	3,100		279,053
Comerica, Inc.	3,800		97,394
Credit Agricole SA	21,348		433,374
Fifth Third Bancorp	5,400		54,972
Hana Financial Group, Inc.	3,100		119,287
HBOS PLC	80,890		442,857
Keycorp	4,100		45,018
Kookmin Bank	1,200		70,527
National City Corp.	2,200		10,494
Royal Bank of Scotland Group PLC (London Virt-X)	97,031		413,074
Societe Generale	3,825		331,625
Standard Chartered PLC	13,035		369,144
Sumitomo Mitsui Financial Group, Inc.	30		225,606
SunTrust Banks, Inc.	5,100		184,722
U.S. Bancorp	4,600		128,294
Wachovia Corp.	21,100		327,683
Wells Fargo & Co.	9,200		218,500
			4,535,425
CONSUMER FINANCE–0.2%
Discover Financial Services	16,600		218,622
ORIX Corp.	1,820		260,673
			479,295
DIVERSIFIED FINANCIAL SERVICES–2.4%
Bank of America Corp.	45,200		1,078,924
Citigroup, Inc.	56,600		948,616
CME Group, Inc.–Class A	4,610		1,766,506
Deutsche Boerse AG	1,601		181,003
Fortis (Euronext Brussels)	16,666		264,731
ING Groep NV	16,600		524,854

Company	Shares	U.S. $ Value
JP Morgan Chase & Co.	34,000	$	1,166,540
NYSE Euronext	5,800		293,828
			6,225,002
INSURANCE–2.4%
ACE Ltd.	6,100		336,049
Allianz SE	3,400		597,591
Allstate Corp.	8,800		401,192
American International Group, Inc.	26,500		701,190
Aviva PLC	15,154		150,238
Chubb Corp.	6,700		328,367
Everest Re Group Ltd.	1,900		151,449
Fairfax Financial Holdings Ltd.	200		51,192
Fidelity National Financial, Inc.–Class A	6,200		78,120
Fondiaria-Sai SpA (ordinary shares)	1,700		56,025
Fondiaria-Sai SpA (saving shares)	700		15,576
Genworth Financial, Inc.–Class A	17,600		313,456
Hartford Financial Services Group, Inc.	6,200		400,334
MetLife, Inc.	6,500		343,005
Muenchener Rueckversicherungs AG	1,700		298,197
Old Republic International Corp.	7,900		93,536
PartnerRe Ltd.	3,600		248,868
The Progressive Corp.	17,700		331,344
Prudential PLC	14,577		153,754
QBE Insurance Group Ltd.	8,904		191,447
Safeco Corp.	2,400		161,184
The Travelers Co.,Inc.	9,300		403,620
Unum Group	9,900		202,455
XL Capital Ltd.–Class A	5,700		117,192
			6,125,381
PROPERTY–CASUALTY INSURANCE–0.0%
RenaissanceRe Holdings Ltd.	3,300		147,411
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.7%
Alexandria Real Estate Equities, Inc.	2,625		255,518
Allied Properties Real Estate Investment Trust	8,496		168,304
Apartment Investment & Management Co.–Class A	5,402		183,992
Ascendas Real Estate Investment Trust	256,000		415,068
Ashford Hospitality Trust, Inc.	23,600		109,032
AvalonBay Communities, Inc.	1,300		115,908
BioMed Realty Trust, Inc.	6,100		149,633
Boardwalk Real Estate Investment Trust	2,687		100,529

3

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Boston Properties, Inc.	2,500	$	225,550
British Land Co. PLC	20,544		288,899
Canadian Real Estate Investment Trust	8,470		243,127
CapitaMall Trust	179,600		396,132
CBL & Associates Properties, Inc.	4,300		98,212
Cominar Real Estate Investment Trust	7,129		153,459
Corio NV	1,500		116,835
DB RREEF Trust	277,831		367,803
Derwent Valley Holdings PLC	5,750		114,954
DiamondRock Hospitality Co.	18,700		203,643
Digital Realty Trust, Inc.	9,100		372,281
Dundee Real Estate Investment Trust	4,400		134,714
Entertainment Properties Trust	6,150		304,056
Equity Residential	7,550		288,938
Essex Property Trust, Inc.	1,225		130,462
Extra Space Storage, Inc.	7,700		118,272
Federal Realty Investment Trust	1,850		127,650
Fonciere Des Murs	4,300		155,031
General Growth Properties, Inc.	9,500		332,785
Great Portland Estates PLC	15,400		103,342
H&R Real Estate Investment	1		16
Hammerson PLC	5,950		105,388
HCP, Inc.	6,300		200,403
Health Care REIT, Inc.	7,600		338,200
Highwoods Properties, Inc.	3,800		119,396
Home Properties, Inc.	3,400		163,404
Host Hotels & Resorts, Inc.	15,029		205,146
ING Office Fund	152,100		167,855
Japan Real Estate Investment Corp.–Class A	38		401,355
Kimco Realty Corp.	7,950		274,434
Klepierre	16,349		819,632
Land Securities Group PLC	15,082		368,045
Liberty International PLC	6,300		107,521
Macerich Co.	2,750		170,857
Macquarie CountryWide Trust	94,200		81,271
Mercialys SA	2,600		114,262
Mid-America Apartment Communities, Inc.	3,250		165,880
Morguard Real Estate Investment Trust	10,700		140,610
National Retail Properties, Inc.	8,900		186,010
Nationwide Health Properties, Inc.	7,450		234,600
Nippon Building Fund, Inc.–Class A	21		247,646
Nomura Real Estate Office Fund, Inc.–Class A	12		90,376
Omega Healthcare Investors, Inc.	11,800		196,470
Plum Creek Timber Co., Inc. (REIT)	3,200		136,672
Primaris Retail Real Estate Investment Trust	10,283		184,649
Prologis	13,875		754,106

Company	Shares	U.S. $ Value
Public Storage	3,800	$	307,002
Rayonier, Inc.	4,000		169,840
Regency Centers Corp.	2,400		141,888
RioCan Real Estate Investment Trust	1,400		27,267
RioCan Real Estate Investment Trust (UIT)	5,688		110,774
Segro PLC	7,769		60,747
Simon Property Group, Inc.	10,050		903,395
SL Green Realty Corp.	1,900		157,168
Stockland	20,532		106,167
Strategic Hotels & Resorts, Inc.	7,600		71,212
Sunstone Hotel Investors, Inc.	13,000		215,800
Tanger Factory Outlet Centers	6,650		238,935
Taubman Centers, Inc.	6,400		311,360
UDR, Inc.	5,200		116,376
Unibail	5,078		1,169,350
Ventas, Inc.	7,200		306,504
Vornado Realty Trust	4,700		413,600
Wereldhave NV	1,500		157,554
Westfield Group	38,289		598,291
Westfield Group–New(a)	1,104		17,061
			17,348,624
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.6%
Brookfield Properties Corp.	14,725		261,958
Castellum AB	25,900		245,742
Citycon Oyj	31,442		158,089
Forest City Enterprises, Inc.–Class A	4,100		132,102
Hang Lung Properties Ltd.	157,000		504,028
Henderson Land Development Co., Ltd.	81,000		506,432
Hufvudstaden AB–Class A	12,000		115,196
Kerry Properties Ltd.	101,131		531,857
Lend Lease Corp. Ltd.	55,200		505,763
Mitsubishi Estate Co., Ltd.	26,000		595,260
Mitsui Fudosan Co., Ltd.	27,100		580,021
New World Development Co., Ltd.	216,051		441,302
Norwegian Property ASA	28,300		131,536
NTT Urban Development Corp.(b)	533		698,753
Sumitomo Realty & Development	9,000		179,038
Sun Hung Kai Properties Ltd.	62,700		852,348
Tokyu Land Corp.	43,000		244,851
			6,684,276
THRIFTS & MORTGAGE FINANCE–0.3%
Federal Home Loan Mortgage Corp.	12,000		196,800
Federal National Mortgage Association	30,500		595,055
Washington Mutual, Inc.	6,600		32,538
			824,393
			48,572,288

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
ENERGY–8.0%
ENERGY EQUIPMENT & SERVICES–1.6%
Baker Hughes, Inc.	3,250	$	283,855
Cameron International Corp.(a)	7,850		434,497
National Oilwell Varco, Inc.(a)	5,500		487,960
Schlumberger Ltd.	18,300		1,965,969
Technip SA	2,774		255,984
Transocean, Inc.(a)	4,425		674,326
			4,102,591
OIL, GAS & CONSUMABLE FUELS–6.4%
Anadarko Petroleum Corp.	6,200		464,008
Apache Corp.	6,000		834,000
BG Group PLC	7,890		205,041
BP PLC	5,300		61,430
Chevron Corp.	17,700		1,754,601
China Petroleum & Chemical Corp.–Class H	308,000		287,894
ConocoPhillips	14,500		1,368,655
Devon Energy Corp.	5,600		672,896
ENI SpA	9,800		364,074
EOG Resources, Inc.	10,350		1,357,920
Exxon Mobil Corp.	34,300		3,022,859
Gazprom OAO (Sponsored) (ADR)(c)	6,159		357,222
LUKOIL (Sponsored) (ADR)	2,900		284,780
Marathon Oil Corp.	5,200		269,724
Occidental Petroleum Corp.	2,800		251,608
Petro-Canada	5,700		319,238
Petroleo Brasileiro SA (ADR)	7,700		545,391
Repsol YPF SA	1,600		62,791
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	9,327		382,327
Royal Dutch Shell PLC (London Virt-X)–Class A	23,300		952,807
StatoilHydro ASA	25,185		939,647
Sunoco, Inc.	3,300		134,277
Total SA	15,614		1,329,042
Valero Energy Corp.	6,100		251,198
			16,473,430
			20,576,021
INFORMATION TECHNOLOGY–7.6%
COMMUNICATIONS EQUIPMENT–1.6%
Cisco Systems, Inc.(a)	61,050		1,420,023
Motorola, Inc.	17,800		130,652
Nokia OYJ (Sponsored)–Class A (ADR)	10,000		245,000
QUALCOMM, Inc.	12,400		550,188
Research In Motion Ltd.(a)	14,125		1,651,212
			3,997,075

Company	Shares	U.S. $ Value
COMPUTERS & PERIPHERALS–2.7%
Apple, Inc.(a)	19,590	$	3,280,150
Asustek Computer, Inc.	61,000		165,687
Compal Electronics, Inc.	56,280		60,724
Fujitsu Ltd.	47,000		349,013
Hewlett-Packard Co.	55,000		2,431,550
International Business Machines Corp.	1,000		118,530
Lexmark International, Inc.–Class A(a)	4,100		137,063
Toshiba Corp.	26,000		191,816
Western Digital Corp.(a)	9,200		317,676
			7,052,209
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.3%
Arrow Electronics, Inc.(a)	7,000		215,040
Avnet, Inc.(a)	8,800		240,064
Flextronics International Ltd.(a)	1,300		12,220
Ingram Micro, Inc.–Class A(a)	9,100		161,525
Sanmina-SCI Corp.(a)	9,400		12,032
Tech Data Corp.(a)	2,600		88,114
Tyco Electronics Ltd.	1,250		44,775
Vishay Intertechnology, Inc.(a)	7,900		70,073
			843,843
INTERNET SOFTWARE & SERVICES–1.3%
Google, Inc.–Class A(a)	6,230		3,279,597
IT SERVICES–0.1%
Electronic Data Systems Corp.	12,200		300,608
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.0%
Broadcom Corp.–Class A(a)	9,100		248,339
Hynix Semiconductor, Inc.(a)	7,400		176,567
Intel Corp.	7,400		158,952
MEMC Electronic Materials, Inc.(a)	14,700		904,638
Nvidia Corp.(a)	33,725		631,332
Samsung Electronics Co., Ltd.	140		83,641
Texas Instruments, Inc.	6,300		177,408
United Microelectronics Corp.	398,207		210,473
			2,591,350
SOFTWARE–0.6%
Electronic Arts, Inc.(a)	4,200		186,606
Microsoft Corp.	6,100		167,811
Nintendo Co. Ltd.	1,100		623,781
Salesforce.com, Inc.(a)	4,600		313,858
VMware, Inc.–Class A(a)	5,350		288,151
			1,580,207
			19,644,889

5

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE–6.2%
BIOTECHNOLOGY–1.8%
Amgen, Inc.(a)	13,800	$	650,808
Celgene Corp.(a)	19,750		1,261,432
CSL Ltd./Australia	4,832		165,404
Genentech, Inc.(a)	10,300		781,770
Gilead Sciences, Inc.(a)	34,250		1,813,538
			4,672,952
HEALTH CARE EQUIPMENT & SUPPLIES–1.0%
Alcon, Inc.	8,725		1,420,343
Baxter International, Inc.	8,200		524,308
Becton Dickinson & Co.	5,200		422,760
Essilor International SA	3,708		226,186
			2,593,597
HEALTH CARE PROVIDERS & SERVICES–0.8%
AmerisourceBergen Corp.–Class A	5,000		199,950
Cardinal Health, Inc.	5,300		273,374
Celesio AG	3,300		119,243
McKesson Corp.	3,200		178,912
Medco Health Solutions, Inc.(a)	23,450		1,106,840
			1,878,319
PHARMACEUTICALS–2.6%
Abbott Laboratories	18,200		964,054
GlaxoSmithKline PLC	13,900		307,270
Johnson & Johnson	12,100		778,514
Merck & Co., Inc.	18,600		701,034
Novartis AG	4,134		227,503
Novo Nordisk A/S–Class B	2,695		177,413
Pfizer, Inc.	64,700		1,130,309
Sanofi-Aventis SA	4,100		272,441
Schering-Plough Corp.	12,200		240,218
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	33,650		1,541,170
Wyeth	8,900		426,844
			6,766,770
			15,911,638
MATERIALS–5.1%
CHEMICALS–2.4%
Air Products & Chemicals, Inc.	7,400		731,564
Ashland, Inc.	3,500		168,700
BASF SE	10,200		699,952
Bayer AG	5,316		446,276
Dow Chemical Co.	13,200		460,812
E.I. Du Pont de Nemours & Co.	8,700		373,143
Incitec Pivot Ltd.	1,187		210,183
Koninklijke Dsm NV	3,700		216,864
Mitsubishi Chemical Holdings Corp.	36,000		209,628
Mitsui Chemicals, Inc.(b)	12,400		61,234
Monsanto Co.	15,810		1,999,016
Nova Chemicals Corp.	1,900		46,768
Potash Corp. of Saskatchewan	1,196		273,370

Company	Shares	U.S. $ Value
Solvay SA–Class A	1,400	$	182,393
Syngenta AG	517		167,494
			6,247,397
CONTAINERS & PACKAGING–0.2%
Amcor Ltd.	17,300		83,810
Ball Corp.	5,000		238,700
Bemis, Inc.	6,100		136,762
Owens-Illinois, Inc.(a)	3,300		137,577
Smurfit-Stone Container Corp.(a)	7,000		28,490
			625,339
METALS & MINING–2.4%
Alcoa, Inc.	11,900		423,878
Anglo American PLC	5,146		361,422
Antofagasta PLC	11,100		144,330
ArcelorMittal	3,568		352,227
Barrick Gold Corp.	1,000		45,710
BHP Billiton PLC	12,702		487,121
Cia Vale do Rio Doce (ADR)	11,100		397,602
Cia Vale do Rio Doce (Sponsored) (ADR)	6,100		182,024
Inmet Mining Corp.	1,200		79,647
JFE Holdings, Inc.	10,000		504,182
Kazakhmys PLC	2,800		88,284
MMC Norilsk Nickel (ADR)	10,550		265,860
Norsk Hydro ASA	12,600		183,726
Rio Tinto PLC	8,375		1,008,575
Rio Tinto PLC (Sponsored) (ADR)	885		438,075
Sumitomo Metal Mining Co. Ltd.	9,000		137,667
Xstrata PLC	11,960		952,738
			6,053,068
PAPER & FOREST PRODUCTS–0.1%
Stora Enso Oyj–Class R	11,300		105,279
Svenska Cellulosa AB–Class B	4,600		64,725
			170,004
			13,095,808
INDUSTRIALS–4.5%
AEROSPACE & DEFENSE–0.8%
BAE Systems PLC	39,746		348,863
Honeywell International, Inc.	24,625		1,238,145
Lockheed Martin Corp.	1,000		98,660
Northrop Grumman Corp.	5,500		367,950
			2,053,618
AIRLINES–0.2%
Air France-KLM	3,200		76,329
Deutsche Lufthansa AG	8,400		180,985
Qantas Airways Ltd.	40,200		117,148
UAL Corp.	6,300		32,886
			407,348
COMMERCIAL SERVICES & SUPPLIES–0.1%
Allied Waste Industries, Inc.(a)	21,000		265,020

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSTRUCTION & ENGINEERING–0.3%
Fluor Corp.	2,975	$	553,588
Foster Wheeler Ltd.(a)	2,600		190,190
			743,778
ELECTRICAL EQUIPMENT–0.4%
ABB Ltd.	24,464		692,474
Emerson Electric Co.	4,250		210,163
First Solar, Inc.(a)	190		51,836
			954,473
INDUSTRIAL CONGLOMERATES–1.0%
3M Co.	1,800		125,262
General Electric Co.	61,000		1,628,090
Textron, Inc.	9,800		469,714
Tyco International Ltd.	8,100		324,324
			2,547,390
MACHINERY–0.8%
Atlas Copco AB–Class A	13,241		193,654
Caterpillar, Inc.	2,900		214,078
Crane Co.	3,200		123,296
Cummins, Inc.	2,800		183,456
Deere & Co.	9,600		692,448
Dover Corp.	5,800		280,546
Illinois Tool Works, Inc.	1,700		80,767
Parker Hannifin Corp.	4,000		285,280
			2,053,525
MARINE–0.1%
Mitsui OSK Lines Ltd.	14,000		199,667
Nippon Yusen KK(b)	16,000		154,109
			353,776
ROAD & RAIL–0.2%
Avis Budget Group, Inc.(a)	3,600		30,132
East Japan Railway Co.	23		187,342
Ryder System, Inc.	3,200		220,416
Union Pacific Corp.	1,900		143,450
			581,340
TRADING COMPANIES & DISTRIBUTORS–0.6%
Mitsubishi Corp.	16,900		556,867
Mitsui & Co. Ltd.	40,000		882,844
WW Grainger, Inc.	1,400		114,520
			1,554,231
TRANSPORTATION INFRASTRUCTURE–0.0%
Macquarie Infrastructure Group	39,900		88,778
			11,603,277
CONSUMER STAPLES–4.5%
BEVERAGES–0.7%
The Coca-Cola Co.	9,700		504,206
Coca-Cola Enterprises, Inc.	15,900		275,070
Molson Coors Brewing Co.–Class B	3,800		206,454

Company	Shares	U.S. $ Value
Pepsi Bottling Group, Inc.	9,600	$	268,032
PepsiCo, Inc.	8,750		556,412
			1,810,174
FOOD & STAPLES RETAILING–1.0%
Costco Wholesale Corp.	10,150		711,921
Koninklijke Ahold NV	21,260		285,004
The Kroger Co.	5,200		150,124
Safeway, Inc.	11,100		316,905
Supervalu, Inc.	8,700		268,743
Tesco PLC	60,625		443,429
Wal-Mart Stores, Inc.	9,500		533,900
			2,710,026
FOOD PRODUCTS–1.3%
Archer-Daniels-Midland Co.	11,300		381,375
Associated British Foods PLC	9,400		141,591
ConAgra Foods, Inc.	4,100		79,048
Del Monte Foods Co.	9,100		64,610
General Mills, Inc.	2,425		147,367
Kraft Foods, Inc.–Class A	2,300		65,435
Nestle SA	15,310		689,940
Sara Lee Corp.	12,700		155,575
Tyson Foods, Inc.–Class A	12,100		180,774
Unilever PLC	12,251		348,074
WM Wrigley Jr Co.	15,250		1,186,145
			3,439,934
HOUSEHOLD PRODUCTS–0.8%
Colgate-Palmolive Co.	6,700		462,970
Procter & Gamble Co.	17,200		1,045,932
Reckitt Benckiser PLC	8,706		439,723
			1,948,625
TOBACCO–0.7%
Altria Group, Inc.	16,300		335,128
British American Tobacco PLC	12,116		417,927
Philip Morris International, Inc.	13,600		671,704
Reynolds American, Inc.	5,700		266,019
			1,690,778
			11,599,537
CONSUMER DISCRETIONARY–3.1%
AUTO COMPONENTS–0.2%
Autoliv, Inc.	4,200		195,804
Compagnie Generale des Etablissements Michelin–Class B	1,700		121,560
Hyundai Mobis	2,250		182,130
Lear Corp.(a)	3,100		43,958
TRW Automotive Holdings Corp.(a)	1,900		35,093
			578,545
AUTOMOBILES–0.6%
General Motors Corp.	11,100		127,650
Honda Motor Co. Ltd.	6,200		211,586
Nissan Motor Co. Ltd.	57,700		479,226

7

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Porsche Automobil Holding SE	703	$	108,048
Renault SA	4,500		366,240
Toyota Motor Corp.	5,100		240,741
			1,533,491
HOTELS, RESTAURANTS & LEISURE–0.4%
Marriott International, Inc.–Class A	5,000		131,200
McDonald’s Corp.	6,300		354,186
Starbucks Corp.(a)	12,900		203,046
Starwood Hotels & Resorts Worldwide, Inc.	2,600		104,182
TUI AG	3,900		90,285
TUI Travel PLC	19,000		77,211
Yum! Brands, Inc.	3,650		128,078
			1,088,188
HOUSEHOLD DURABLES–0.2%
Black & Decker Corp.	1,400		80,514
Centex Corp.	7,100		94,927
KB Home	5,000		84,650
Newell Rubbermaid, Inc.	1,900		31,901
Sharp Corp.	11,000		179,314
			471,306
LEISURE EQUIPMENT & PRODUCTS–0.0%
Brunswick Corp.	6,200		65,720
Namco Bandai Holdings, Inc.	4,200		47,624
			113,344
MEDIA–0.9%
CBS Corp.–Class B	7,800		152,022
Gannett Co., Inc.	10,000		216,700
ITV PLC	76,560		67,791
Lagardere SCA	2,900		164,049
News Corp.–Class A	19,800		297,792
SES SA (FDR)(a)	7,084		176,987
Time Warner, Inc.	41,300		611,240
Viacom, Inc.–Class B(a)	4,700		143,538
The Walt Disney Co.	11,400		355,680
			2,185,799
MULTILINE RETAIL–0.3%
Dollar Tree, Inc.(a)	900		29,421
Family Dollar Stores, Inc.	4,800		95,712
Kohl’s Corp.(a)	7,325		293,293
Macy’s, Inc.	14,900		289,358
New World Department Store China Ltd.(a)	872		769
Target Corp.	2,450		113,901
			822,454
SPECIALTY RETAIL–0.3%
AutoNation, Inc.(a)	11,700		117,234
Esprit Holdings Ltd.	16,500		171,806
The Gap, Inc.	8,400		140,028

Company	Shares	U.S. $ Value
Home Depot, Inc.	14,100	$	330,222
Lowe’s Cos, Inc.	5,800		120,350
			879,640
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Jones Apparel Group, Inc.	12,600		173,250
Nike, Inc.–Class B	4,600		274,206
			447,456
			8,120,223
TELECOMMUNICATION SERVICES–2.5%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.6%
AT&T, Inc.	47,200		1,590,168
China Netcom Group Corp. Ltd.	59,000		160,467
Deutsche Telekom AG–Class W	12,500		205,272
France Telecom SA	6,200		181,828
Nippon Telegraph & Telephone Corp.(b)	50		246,714
Tele2 AB–Class B	6,600		128,348
Telecom Italia SpA	97,500		195,010
Telefonica SA	18,730		495,668
Verizon Communications, Inc.	25,500		902,700
			4,106,175
WIRELESS TELECOMMUNICATION SERVICES–0.9%
America Movil SAB de CV Series L (ADR)	12,800		675,200
Sprint Nextel Corp.	53,600		509,200
Vodafone Group PLC	361,814		1,066,016
			2,250,416
			6,356,591
UTILITIES–1.2%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.	5,300		213,219
CEZ	1,908		169,453
E.ON AG	4,395		885,374
Entergy Corp.	900		108,432
Pinnacle West Capital Corp.	5,700		175,389
The Tokyo Electric Power Co. Inc	12,000		308,981
			1,860,848
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
Iberdrola Renovables SA(a)	25,867		199,284
International Power PLC	29,628		253,814
			453,098

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MULTI-UTILITIES–0.3%
A2A SpA		36,700	$	133,997
Ameren Corp.		4,100		173,143
CMS Energy Corp.		3,000		44,700
Suez SA		6,323		428,622
Wisconsin Energy Corp.		2,350		106,267
				886,729
				3,200,675
Total Common Stocks (cost $166,618,522)				158,680,947
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–7.9%
FINANCIAL INSTITUTIONS–3.6%
BANKING–1.4%
Bank of America Corp. 3.375%, 2/17/09	$	70		69,714
4.50%, 8/01/10		100		99,963
BankAmerica Capital II Series 2 8.00%, 12/15/26		50		49,944
Citicorp, Inc. Series MTNF 6.375%, 11/15/08		31		31,228
Citigroup, Inc. 2.817%, 6/09/09(d)		20		19,778
3.625%, 2/09/09		135		134,804
4.625%, 8/03/10		75		74,689
5.50%, 4/11/13		125		121,997
Compass Bank 5.50%, 4/01/20		215		185,942
JP Morgan Chase & Co. 6.00%, 2/15/09		170		170,996
6.75%, 2/01/11		80		83,034
JPM Chase Capital XXV Series Y 6.80%, 10/01/37		51		45,777
M&I Marshall & Ilsley Bank 4.85%, 6/16/15		250		203,005
5.00%, 1/17/17		205		167,717
Mellon Funding Corp. 3.25%, 4/01/09		105		103,923
Morgan JP & Co., Inc. 6.25%, 1/15/09		157		158,506
National City Bank of Ohio 6.25%, 3/15/11		250		227,193
Regions Financial Corp. 6.375%, 5/15/12		180		177,361
Royal Bank of Scotland Group PLC 6.40%, 4/01/09		108		109,427
SouthTrust Corp. 5.80%, 6/15/14		175		177,475

Company	Principal Amount (000)		U.S. $ Value
UBS Preferred Funding Trust I 8.622%, 10/01/10	$	40	$	40,194
Union Bank of California 5.95%, 5/11/16		250		237,149
Union Planters Corp. 7.75%, 3/01/11		120		122,667
US Bancorp 5.30%, 4/28/09		185		186,109
Wachovia Corp. 5.50%, 5/01/13		200		191,420
5.625%, 12/15/08		46		45,973
Washington Mutual, Inc. 4.20%, 1/15/10		14		12,180
Wells Fargo & Co. 3.125%, 4/01/09		190		189,142
4.20%, 1/15/10		35		35,102
Zions Bancorporation 5.50%, 11/16/15		35		27,877
				3,500,286
BROKERAGE–0.6%
The Bear Stearns Co., Inc. 5.55%, 1/22/17		165		152,497
5.70%, 11/15/14		145		140,130
7.625%, 12/07/09		98		101,306
The Goldman Sachs Group, Inc. 3.875%, 1/15/09		134		134,004
4.75%, 7/15/13		115		110,619
6.65%, 5/15/09		105		107,066
7.35%, 10/01/09		36		36,972
Lehman Brothers Holdings, Inc. 5.00%, 1/14/11		60		58,179
6.20%, 9/26/14		33		31,497
6.50%, 7/19/17		54		49,956
7.875%, 11/01/09		175		178,456
Series MTNG 4.80%, 3/13/14		42		37,710
Merrill Lynch & Co., Inc. 4.125%, 1/15/09		52		51,405
4.79%, 8/04/10		105		102,084
6.00%, 2/17/09		167		166,389
6.05%, 5/16/16		245		226,012
				1,684,282
FINANCE–0.9%
American General Finance Corp. 4.625%, 5/15/09		191		189,467
Capital One Bank 4.25%, 12/01/08		160		159,706
6.50%, 6/13/13		65		63,650
Capital One Financial Corp. 4.80%, 2/21/12		155		144,121
5.50%, 6/01/15		20		17,983
6.75%, 9/15/17		43		42,606
CIT Group, Inc. 5.00%, 2/01/15		75		51,860
5.85%, 9/15/16		150		103,496
7.625%, 11/30/12		135		112,209

9

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series MTN 5.125%, 9/30/14	$	40	$	28,650
Countrywide Financial Corp. Series MTN 5.80%, 6/07/12		55		52,019
Countrywide Home Loans, Inc. Series MTNL 4.00%, 3/22/11		52		47,340
General Electric Capital Corp. 4.375%, 11/21/11		25		25,055
4.80%, 5/01/13		210		205,730
6.75%, 3/15/32		255		256,772
Household Finance Corp. 4.125%, 12/15/08		90		89,860
HSBC Finance Corp. 6.50%, 11/15/08		80		80,640
7.00%, 5/15/12		85		88,043
iStar Financial, Inc. 5.15%, 3/01/12		105		86,625
5.65%, 9/15/11		95		81,225
SLM Corp. 5.375%, 1/15/13–5/15/14		375		329,818
				2,256,875
INSURANCE–0.4%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16		75		70,195
The Allstate Corp. 6.125%, 5/15/37		210		190,533
Assurant, Inc. 5.625%, 2/15/14		35		33,175
Berkshire Hathaway Finance Corp. 4.20%, 12/15/10		50		50,642
Genworth Financial, Inc. 4.75%, 6/15/09		70		69,643
5.231%, 5/16/09		62		62,302
6.515%, 5/22/18		210		196,577
Liberty Mutual Group, Inc. 5.75%, 3/15/14(c)		35		33,786
Prudential Financial, Inc. 5.15%, 1/15/13		110		107,214
UnitedHealth Group, Inc. 4.125%, 8/15/09		67		66,393
5.25%, 3/15/11		165		164,236
WellPoint, Inc. 4.25%, 12/15/09		80		79,195
				1,123,891
REITS–0.3%
HCP, Inc. 5.95%, 9/15/11		185		179,630
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		101		89,416
8.125%, 5/01/11		175		180,140
Mack-Cali Realty LP 7.25%, 3/15/09		35		35,388

Company	Principal Amount (000)		U.S. $ Value
Nationwide Health Properties, Inc. 6.50%, 7/15/11	$	180	$	182,284
Simon Property Group LP 5.625%, 8/15/14		139		134,407
				801,265
				9,366,599
INDUSTRIAL–3.5%
BASIC–0.6%
ArcelorMittal 6.125%, 6/01/18(c)		220		214,996
6.50%, 4/15/14		60		60,829
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		135		146,309
The Dow Chemical Co. 7.375%, 11/01/29		10		10,606
International Paper Co. 4.25%, 1/15/09		75		74,755
5.30%, 4/01/15		149		131,333
7.95%, 6/15/18		125		124,304
Lubrizol Corp. 4.625%, 10/01/09		20		19,906
Packaging Corp. of America 5.75%, 8/01/13		30		29,311
PPG Industries, Inc. 5.75%, 3/15/13		165		167,765
Stora Enso Oyj 7.375%, 5/15/11		175		172,283
United States Steel Corp. 5.65%, 6/01/13		166		161,628
6.05%, 6/01/17		10		9,340
Weyerhaeuser Co. 5.95%, 11/01/08		96		96,695
				1,420,060
CAPITAL GOODS–0.3%
Boeing Capital Corp. 4.75%, 8/25/08		35		35,133
Caterpillar Financial Services 4.50%, 6/15/09		46		46,301
John Deere Capital Corp. 4.875%, 3/16/09		185		185,921
Lafarge SA 6.15%, 7/15/11		95		95,554
Mohawk Industries, Inc. 6.125%, 1/15/16		195		186,422
Tyco International Group SA 6.00%, 11/15/13		85		82,018
Waste Management, Inc. 6.875%, 5/15/09		40		40,789
				672,138
COMMUNICATIONS– MEDIA–0.4%
British Sky Broadcasting Group PLC 6.875%, 2/23/09		180		182,729
8.20%, 7/15/09		20		20,642

10

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
BSKYB Finance UK PLC 5.625%, 10/15/15(c)	$	59	$	57,103
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		115		139,033
Comcast Cable Communications, Inc. 6.20%, 11/15/08		66		66,242
6.875%, 6/15/09		50		51,349
Comcast Corp. 5.30%, 1/15/14		135		130,861
5.50%, 3/15/11		50		50,038
News America Holdings, Inc. 6.55%, 3/15/33		45		44,025
9.25%, 2/01/13		59		67,600
RR Donnelley & Sons Co. 4.95%, 4/01/14		25		22,909
Time Warner Entertainment Co. 8.375%, 3/15/23		226		243,539
WPP Finance Corp. 5.875%, 6/15/14		25		24,015
				1,100,085
COMMUNICATIONS– TELECOMMUNICATIONS–0.8%
AT&T Corp. 7.30%, 11/15/11		40		42,603
8.00%, 11/15/31		15		17,220
British Telecommunications PLC 8.625%, 12/15/10		100		107,375
Embarq Corp. 6.738%, 6/01/13		5		4,824
7.082%, 6/01/16		335		318,168
New Cingular Wireless Services, Inc. 7.875%, 3/01/11		210		223,578
8.75%, 3/01/31		105		124,591
Qwest Corp. 5.625%, 11/15/08		110		109,725
7.875%, 9/01/11		150		150,000
8.875%, 3/15/12		110		112,200
Telecom Italia Capital SA 4.00%, 1/15/10		120		118,387
6.00%, 9/30/34		65		55,628
Telefonos de Mexico SAB de CV 4.50%, 11/19/08		157		157,385
US Cellular Corp. 6.70%, 12/15/33		60		53,752
Verizon Communications, Inc. 4.90%, 9/15/15		78		74,008
5.25%, 4/15/13		105		104,396
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		109		110,519
Vodafone Group PLC 5.50%, 6/15/11		60		60,589
				1,944,948

Company	Principal Amount (000)		U.S. $ Value
CONSUMER CYCLICAL–AUTOMOTIVE–0.0%
Daimler Finance North America LLC 4.875%, 6/15/10	$	25	$	25,150
CONSUMER CYCLICAL– OTHER–0.1%
MDC Holdings, Inc. 5.50%, 5/15/13		140		134,846
Starwood Hotels & Resorts Worldwide, Inc. 7.375%, 11/15/15		81		80,074
7.875%, 5/01/12		84		85,474
Toll Brothers Finance Corp. 5.15%, 5/15/15		20		17,320
6.875%, 11/15/12		40		38,748
				356,462
CONSUMER CYCLICAL– RETAILERS–0.0%
Limited Brands, Inc. 6.90%, 7/15/17		25		22,716
Wal-Mart Stores, Inc. 4.25%, 4/15/13		85		84,524
				107,240
CONSUMER NON- CYCLICAL–0.5%
Abbott Laboratories 3.50%, 2/17/09		185		185,250
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		69		62,755
5.875%, 5/15/13		120		117,979
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(c)		135		129,197
ConAgra Foods, Inc. 7.875%, 9/15/10		19		20,085
Fisher Scientific International, Inc. 6.125%, 7/01/15		94		93,188
6.75%, 8/15/14		29		29,707
Kraft Foods, Inc. 4.125%, 11/12/09		115		114,827
5.25%, 10/01/13		69		67,138
The Kroger Co. 7.25%, 6/01/09		180		184,797
Reynolds American, Inc. 7.25%, 6/01/13		150		155,060
7.625%, 6/01/16		145		151,063
Safeway, Inc. 4.125%, 11/01/08		18		18,012
6.50%, 3/01/11		15		15,514
Wyeth 5.50%, 2/01/14		40		40,323
				1,384,895

11

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
ENERGY–0.5%
Amerada Hess Corp. 7.875%, 10/01/29	$	55	$	63,080
Canadian Natural Resources Ltd. 5.15%, 2/01/13		55		55,095
Conoco, Inc. 6.95%, 4/15/29		66		72,386
ConocoPhillips 6.375%, 3/30/09		180		183,439
Gaz Capital SA 6.212%, 11/22/16(c)		315		292,274
The Premcor Refining Group, Inc. 7.50%, 6/15/15		87		89,756
Texaco Capital, Inc. 5.50%, 1/15/09		185		186,421
Valero Energy Corp. 6.875%, 4/15/12		200		207,609
Weatherford International Ltd. 5.15%, 3/15/13		70		69,592
6.00%, 3/15/18		35		34,542
				1,254,194
TECHNOLOGY–0.3%
Computer Sciences Corp. 5.50%, 3/15/13(c)		100		98,608
Electronic Data Systems Corp. Series B 6.50%, 8/01/13		235		241,361
International Business Machines Corp. 4.375%, 6/01/09		20		20,239
Motorola, Inc. 6.50%, 9/01/25		70		52,270
7.50%, 5/15/25		15		14,031
7.625%, 11/15/10		5		5,097
Oracle Corp. 4.95%, 4/15/13		88		88,850
Xerox Corp. 7.625%, 6/15/13		30		31,152
9.75%, 1/15/09		111		114,260
				665,868
TRANSPORTATION– AIRLINES–0.0%
United Air Lines, Inc. 6.636%, 7/02/22		83		67,251
TRANSPORTATION– RAILROADS–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		50		49,537
TRANSPORTATION– SERVICES–0.0%
FedEx Corp. 3.50%, 4/01/09		28		27,905
				9,075,733

Company	Principal Amount (000)		U.S. $ Value
UTILITY–0.8%
ELECTRIC–0.6%
Carolina Power & Light Co. 6.50%, 7/15/12	$	185	$	194,083
Exelon Corp. 6.75%, 5/01/11		25		25,683
FirstEnergy Corp. Series B 6.45%, 11/15/11		170		174,437
Series C 7.375%, 11/15/31		165		179,421
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		100		102,854
Nisource Finance Corp. 6.80%, 1/15/19		225		220,646
7.875%, 11/15/10		40		41,481
Pacific Gas & Electric Co. 3.60%, 3/01/09		190		189,846
4.80%, 3/01/14		65		63,337
6.05%, 3/01/34		38		36,641
Progress Energy, Inc. 7.10%, 3/01/11		19		19,992
Public Service Company of Colorado Series 10 7.875%, 10/01/12		90		100,372
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(c)		238		239,748
				1,588,541
NATURAL GAS–0.1%
Duke Energy Field Services Corp. 7.875%, 8/16/10		15		15,742
Enterprise Products Operating LP
Series B 5.60%, 10/15/14		25		24,490
Sempra Energy 4.75%, 5/15/09		185		185,660
Williams Co., Inc. 7.875%, 9/01/21		40		42,400
				268,292
OTHER UTILITY–0.1%
Veolia Environnement 6.00%, 6/01/18		145		144,667
				2,001,500
Total Corporates–Investment Grades (cost $21,055,852)				20,443,832
GOVERNMENTS– TREASURIES–7.2%
TREASURIES–7.2%
U.S. Treasury Bonds 4.50%, 2/15/36		3,420		3,395,687
U.S. Treasury Notes 2.125%, 1/31/10		3,280		3,263,089

12

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
2.625%, 5/31/10	$	6,270	$	6,273,919
3.625%, 12/31/12		4,030		4,091,393
4.25%, 11/15/17		1,481		1,513,124
Total Governments–Treasuries (cost $18,473,886)				18,537,212
MORTGAGE PASS-THRU’S–7.1%
AGENCY FIXED RATE 30-YEAR–7.1%
Federal Gold Loan Mortgage Corp.
Series 2005 4.50%, 8/01/35		231		214,056
Series 2007 5.50%, 7/01/35		239		237,411
7.00%, 2/01/37		116		122,194
Federal Home Loan Mortgage Corp.
Series 2007 7.00%, 2/01/37		477		501,030
Federal National Mortgage Association
Series 2003 5.00%, 11/01/33		655		632,113
Series 2004 5.50%, 2/01/34–11/01/34		1,006		996,948
6.00%, 9/01/34		527		534,135
Series 2005 4.50%, 8/01/35–9/01/35		1,743		1,617,401
Series 2006 5.00%, 2/01/36		1,623		1,561,547
6.50%, 9/01/36		2,086		2,150,364
Series 2007 4.50%, 9/01/35–8/01/37		1,681		1,560,039
5.00%, 11/01/35–7/01/36		706		679,592
5.50%, 11/01/36–8/01/37		4,695		4,647,110
Series 2008 5.50%, 3/01/37		2,298		2,271,806
6.50%, 1/01/38		541		558,089
				18,283,835
AGENCY ARMS–0.0%
Federal National Mortgage Association Series 2006 5.849%, 11/01/36(d)		109		112,058
Total Mortgage Pass-Thru’s (cost $18,361,431)				18,395,893
COMMERCIAL MORTGAGE-BACKED SECURITIES–5.3%
NON-AGENCY FIXED RATE CMBS–5.3%
Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A2 5.787%, 5/11/35		162		163,258

Company	Principal Amount (000)		U.S. $ Value
Series 2004-4, Class A3 4.128%, 7/10/42	$	200	$	200,000
Series 2004-6, Class A2 4.161%, 12/10/42		140		139,010
Series 2005-6, Class A4 5.352%, 9/10/47		315		302,768
Series 2006-5, Class A4 5.414%, 9/10/47		355		337,167
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW12, Class A4 5.902%, 9/11/38		100		97,515
Series 2007-PW18, Class A4 5.70%, 6/11/50		365		343,726
Citigroup Commercial Mortgage Trust Series 2004-C1, Class A4 5.529%, 4/15/40		110		108,239
Series 2008-C7, Class A4 6.299%, 12/10/49		440		429,727
Commercial Mortgage Pass Through Certificates Series 2007-C9, Class A4 6.01%, 12/10/49		460		440,268
Credit Suisse First Boston Mortgage Securities Corp. Series 2003-CK2, Class A2 3.861%, 3/15/36		6		6,367
Series 2004-C1, Class A4 4.75%, 1/15/37		70		67,821
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 6.021%, 6/15/38		435		426,671
Series 2006-C4, Class A3 5.467%, 9/15/39		235		223,383
Series 2006-C5, Class A3 5.311%, 12/15/39		190		178,434
GE Capital Commercial Mortgage Corp. Series 2005-C3, Class A3FX 4.863%, 7/10/45		360		358,308
Greenwich Capital Commercial Funding Corp. Series 2007-GG9, Class A2 5.381%, 3/10/39		520		508,576
Series 2007-GG9, Class A4 5.444%, 3/10/39		475		442,602
GS Mortgage Securities Corp. II Series 2001-ROCK, Class C 6.878%, 5/03/18(c)		605		619,130
Series 2004-GG2, Class A6 5.396%, 8/10/38		80		78,343
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1, Class A2 4.302%, 1/15/38		60		58,253

13

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series 2005-CB11, Class A4 5.335%, 8/12/37	$	170	$	165,009
Series 2005-LDP3, Class A2 4.851%, 8/15/42		100		99,290
Series 2005-LDP4, Class A2 4.79%, 10/15/42		198		197,060
Series 2005-LDP5, Class A2 5.198%, 12/15/44		60		59,803
Series 2006-CB14, Class A4 5.481%, 12/12/44		220		210,782
Series 2006-CB15, Class A4 5.814%, 6/12/43		415		404,849
Series 2006-CB16, Class A4 5.552%, 5/12/45		200		191,366
Series 2006-CB17, Class A4 5.429%, 12/12/43		350		331,521
Series 2007-CB18, Class A4 5.44%, 6/12/47		445		413,894
Series 2007-CB19, Class A4 5.937%, 2/12/49		475		453,625
LB-UBS Commercial Mortgage Trust Series 2003-C3, Class A4 4.166%, 5/15/32		150		143,810
Series 2004-C4, Class A4 5.295%, 6/15/29		40		39,460
Series 2004-C8, Class A2 4.201%, 12/15/29		125		124,070
Series 2005-C1, Class A4 4.742%, 2/15/30		120		113,154
Series 2005-C7, Class A4 5.197%, 11/15/30		50		48,046
Series 2006-C1, Class A4 5.156%, 2/15/31		825		776,399
Series 2006-C3, Class A4 5.661%, 3/15/39		285		276,236
Series 2006-C4, Class A4 6.08%, 6/15/38		275		270,803
Series 2006-C6, Class A4 5.372%, 9/15/39		330		312,229
Series 2007-C6, Class A4 5.858%, 7/15/40		210		200,510
Series 2008-C1, Class A2 6.317%, 4/15/41		340		332,809
Merrill Lynch Mortgage Trust Series 2005-CKI1, Class A6 5.416%, 11/12/37		40		38,608
Series 2005-MKB2, Class A2 4.806%, 9/12/42		320		319,588
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 6.104%, 6/12/46		110		108,371
Series 2006-3, Class A4 5.414%, 7/12/46		280		265,574
Series 2007-9, Class A4 5.70%, 9/12/17		440		414,303

Company	Principal Amount (000)		U.S. $ Value
Morgan Stanley Capital I Series 2004-HQ4, Class A5 4.59%, 4/14/40	$	190	$	184,802
Series 2007-T27, Class A4 5.803%, 6/13/42		210		199,055
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		440		426,339
Series 2007-C32, Class A2 5.924%, 6/15/49		455		448,649
Series 2007-C32, Class A3 5.929%, 6/15/49		435		412,752
				13,512,332
NON-AGENCY FLOATING RATE CMBS–0.0%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 2.89%, 3/06/20(c)(d)		75		69,726
Total Commercial Mortgage-Backed Securities (cost $13,992,219)				13,582,058
AGENCIES–4.5%
AGENCY DEBENTURES–4.5%
Federal Home Loan Bank 4.625%, 10/10/12		470		481,385
5.00%, 11/17/17		3,120		3,181,087
Federal Home Loan Mortgage Corp. 4.125%, 12/21/12		1,660		1,665,732
5.125%, 11/17/17		2,670		2,743,059
5.50%, 8/23/17		755		798,431
Federal National Mortgage Association 3.25%, 4/09/13		1,660		1,597,368
6.25%, 5/15/29		740		837,169
6.625%, 11/15/30		110		130,576
Series 2005 3.875%, 2/15/10		200		202,731
Total Agencies (cost $11,800,623)				11,637,538
CORPORATES– NON-INVESTMENT GRADES–0.5%
INDUSTRIAL–0.4%
BASIC–0.0%
Ineos Group Holdings PLC 8.50%, 2/15/16(c)		75		49,313
Westvaco Corp. 8.20%, 1/15/30		15		14,521
				63,834
CAPITAL GOODS–0.0%
Owens Corning, Inc. 6.50%, 12/01/16		115		104,705

14

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
COMMUNICATIONS– MEDIA–0.1%
Cablevision Systems Corp. Series B 8.00%, 4/15/12	$	45	$	42,525
Clear Channel Communications, Inc. 5.50%, 9/15/14		85		51,000
DirecTV Holdings LLC 6.375%, 6/15/15		40		37,500
Echostar DBS Corp. 6.625%, 10/01/14		17		15,725
7.125%, 2/01/16		48		44,280
				191,030
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Nextel Communications, Inc. Series E 6.875%, 10/31/13		45		38,025
Qwest Communications International, Inc. 7.50%, 2/15/14		25		23,750
Series B 7.50%, 2/15/14		15		14,250
Sprint Capital Corp. 8.375%, 3/15/12		120		118,800
				194,825
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
Ford Motor Credit Co. 7.375%, 10/28/09		160		145,725
General Motors Corp. 8.25%, 7/15/23		70		40,775
				186,500
CONSUMER CYCLICAL– OTHER–0.1%
Centex Corp. 5.45%, 8/15/12		134		111,555
Harrah’s Operating Co., Inc. 5.625%, 6/01/15		30		16,125
5.75%, 10/01/17		11		5,775
6.50%, 6/01/16		39		21,255
MGM Mirage 8.375%, 2/01/11		40		38,600
				193,310
CONSUMER NON- CYCLICAL–0.0%
Tyson Foods, Inc. 6.85%, 4/01/16		96		87,239
TRANSPORTATION– SERVICES–0.0%
Hertz Corp. 8.875%, 1/01/14		35		32,025
				1,053,468

Company	Principal Amount (000)		U.S. $ Value
UTILITY–0.1%
ELECTRIC–0.1%
Dynegy Holdings, Inc. 8.375%, 5/01/16	$	70	$	67,900
Edison Mission Energy 7.00%, 5/15/17		60		56,100
NRG Energy, Inc. 7.25%, 2/01/14		65		62,075
7.375%, 2/01/16		35		32,944
				219,019
FINANCIAL INSTITUTIONS–0.0%
REITS–0.0%
Icahn Enterprises 7.125%, 2/15/13		45		40,837
Total Corporates–Non-Investment Grades (cost $1,501,653)				1,313,324
CMOS–0.4%
NON-AGENCY ARMS–0.2%
Bear Stearns Alt-A Trust Series 2006-1, Class 22A1 5.381%, 2/25/36(e)		203		162,601
Series 2006-3, Class 22A1 6.176%, 5/25/36(e)		57		40,565
Series 2007-1, Class 21A1 5.72%, 1/25/47(e)		63		48,652
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.113%, 5/25/35(e)		127		120,088
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(d)		134		120,429
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 6.214%, 5/25/36(e)		81		66,101
Residential Funding Mortgage Securities, Inc. Series 2005-SA3, Class 3A 5.24%, 8/25/35(e)		130		124,803
				683,239
NON-AGENCY FLOATING RATE–0.1%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 4.528%, 12/25/35(d)		56		42,945
Series 2006-OA14, Class 3A1 4.378%, 11/25/46(d)		188		124,351
Series 2007-OA3, Class M1 2.793%, 4/25/47(d)(f)		75		14,024
Lehman XS Trust Series 2007-4N, Class M1 2.933%, 3/25/47(d)(f)		265		50,359
				231,679

15

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
NON-AGENCY FIXED RATE–0.1%
Deutsche Mortgage Securities, Inc. Series 2005-WF1, Class 1A1 5.087%, 6/26/35(c)	$	116	$	115,305
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36		98		90,371
				205,676
Total CMOs (cost $1,587,259)				1,120,594
ASSET-BACKED SECURITIES–0.4%
HOME EQUITY LOANS–FLOATING RATE–0.3%
Bear Stearns Asset Backed Securities, Inc. Series 2007-HE3, Class M1 2.933%, 4/25/37(d)		100		12,360
Credit-Based Asset Servicing & Securities, Inc. Series 2005-CB7, Class AF2 5.147%, 11/25/35(g)		49		45,792
Home Equity Asset Trust Series 2007-3, Class M1 2.833%, 8/25/37(d)		275		44,729
HSI Asset Securitization Corp. Trust Series 2006-OPT2, Class 2A1 2.563%, 1/25/36(d)		2		2,253
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 2.593%, 11/25/36(d)		295		270,248
IXIS Real Estate Capital Trust Series 2006-HE3, Class A2 2.583%, 1/25/37(d)		195		183,053
RAAC Series Series 2006-SP3, Class A1 2.563%, 8/25/36(d)		84		79,753
Residential Asset Securities Corp. Series 2003-KS3, Class A2 3.083%, 5/25/33(d)		2		1,812
Specialty Underwriting & Residential Finance Series 2006-BC1, Class A2A 2.563%, 12/25/36(d)		0		161
				640,161
HOME EQUITY LOANS–FIXED RATE–0.1%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		271		207,022

Company	Principal Amount (000)		U.S. $ Value
Credit-Based Asset Servicing & Securities, Inc. Series 2003-CB1, Class AF 3.95%, 1/25/33	$	35	$	30,472
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36		20		18,603
Residential Funding Mortgage Securities II, Inc. Series 2005-HI2, Class A3 4.46%, 5/25/35		29		28,529
				284,626
Total Asset-Backed Securities (cost $1,351,738)				924,787
QUASI-SOVEREIGNS–0.3%
QUASI-SOVEREIGN BONDS–0.3%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(c)		195		174,197
7.75%, 5/29/18(c)		725		710,500
Total Quasi-Sovereigns (cost $910,712)				884,697
	Shares
NON-CONVERTIBLE– PREFERRED STOCKS–0.1%
NON CORPORATE SECTORS–0.1%
AGENCIES–GOVERNMENT SPONSORED–0.1%
Federal Home Loan Mortgage Corp. Series Z 8.375%(e)		2,525		61,358
Federal National Mortgage Association 8.25%		3,075		70,571
				131,929
INFORMATION TECHNOLOGY–0.0%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.0%
Samsung Electronics Co., Ltd.		200		86,208
Total Non-Convertible–Preferred Stocks (cost $232,993)				218,137

16

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED–NON–U.S. ISSUERS–0.1%
Russian Federation
7.50%, 3/31/30(b)(c) (cost $205,308)	$	187	$	209,842
SUPRANATIONALS–0.1%
European Investment Bank
5.125%, 5/30/17 (cost $180,309)		175		183,629
GOVERNMENTS– SOVEREIGN BONDS–0.0%
NON CORPORATE SECTORS–0.0%
SOVEREIGN–0.0%
Republic of Brazil
8.25%, 1/20/34 (cost $132,845)		105		129,150
	Shares
RIGHTS–0.0%
FINANCIALS–0.0%
COMMERCIAL BANKS–0.0%
Barclays PLC(a)		10,950		2,072
HBOS PLC(a)		32,356		6,928
				9,000

Company	Shares		U.S. $ Value
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
Norwegian Property ASA(a)		25,797	$	405
Total Rights (cost $0)				9,405
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.8%
TIME DEPOSIT–3.8%
Bank of New York 1.00%, 7/01/08 (cost $9,704,000)	$	9,704		9,704,000
TOTAL INVESTMENTS–99.2% (cost $266,109,350)				255,975,045
Other assets less liabilities–0.8%				1,984,945
NET ASSETS—100.0%			$	257,959,990

FINANCIAL FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2008		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index	2	September 2008	$	112,577	$	106,433	$	(6,144)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2008		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Polish Zloty settling 7/09/08	1,834	$	830,904	$	859,917	$	29,013
Sale Contracts:
Polish Zloty settling 7/09/08	1,834		831,808		859,916		(28,108	)

17

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(a) Non-income producing security.

(b) Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $1,370,652.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate market value of these securities amounted to $3,370,947 or 1.3% of net assets.

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2008.

(e) Variable rate coupon, rate shown as of June 30, 2008.

(f) Illiquid security, valued at fair value. (See Note A)

(g) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2008.

The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of June 30, 2008, the fund’s total exposure to subprime investments was 0.70%. These investments are valued in accordance with the fund’s Valuation Policies (see Note A.1 for additional details).

Glossary:

ADR—American Depositary Receipt

FDR— Fiduciary Depositary Receipt

See notes to financial statements.

18

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities		Other Financial Instruments*
Level 1	$	107,062,098	$	(6,144	)
Level 2		146,487,967		905
Level 3		2,424,980		–0	–
Total	$	255,975,045	$	(5,239	)

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	6,201,501		$	–0	–
Accrued discounts /premiums		5,151			–0	–
Realized gain (loss)		150,176			–0	–*
Change in unrealized appreciation/depreciation		(673,029	)		–0	–
Net purchases (sales)		(3,258,819	)		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	2,424,980		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(641,166	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

19

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $266,109,350)	$	255,975,045
Foreign cash, at value (cost $792,188)		808,328	(a)
Unrealized appreciation of forward currency exchange contracts		29,013
Receivable for investment securities sold		2,653,201
Receivable for capital stock sold		1,401,468
Dividends and interest receivable		997,978
Total assets		261,865,033
LIABILITIES
Due to custodian		10,941
Unrealized depreciation of forward currency exchange contracts		28,108
Payable for investment securities purchased and foreign currency contracts		3,505,409
Advisory fee payable		63,311
Payable for capital stock redeemed		52,902
Distribution fee payable		52,307
Administrative fee payable		21,381
Payable for variation margin on futures contracts		441
Transfer Agent fee payable		85
Accrued expenses		170,158
Total liabilities		3,905,043
NET ASSETS	$	257,959,990
COMPOSITION OF NET ASSETS
Capital stock, at par	$	22,641
Additional paid-in capital		267,698,500
Undistributed net investment income		1,735,831
Accumulated net realized loss on investment and foreign currency transactions		(1,365,658	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(10,131,324	)
	$	257,959,990

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	8,772	765	$	11.47
B	$	257,951,218	22,640,033	$	11.39

(a) An amount equivalent to U.S. $8,798 has been segregated to collateralize margin requirements for the open futures contracts outstanding at June 30, 2008.

See notes to financial statements.

20

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,998,712
Dividends (net of foreign taxes withheld of $137,628)		1,905,357
Total investment income		3,904,069
EXPENSES
Advisory fee (see Note B)		622,625
Distribution fee—Class B		283,000
Transfer agency—Class B		859
Custodian		109,416
Printing		106,560
Administrative		46,100
Audit		25,000
Legal		6,602
Directors’ fees		884
Miscellaneous		7,469
Total expenses		1,208,515
Less: expenses waived and reimbursed by the Adviser (see Note B)		(76,482	)
Net expenses		1,132,033
Net investment income		2,772,036
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(1,096,736	)
Futures		(74,171	)
Foreign currency transactions		190,577
Net change in unrealized appreciation/depreciation of:
Investments		(22,600,044	)
Futures		(8,564	)
Foreign currency denominated assets and liabilities		(61,627	)
Net loss on investment and foreign currency transactions		(23,650,565	)
Contribution from Adviser (see Note B)		6
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(20,878,523	)

See notes to financial statements.

21

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,772,036		$	3,613,764
Net realized gain (loss) on investment and foreign currency transactions		(980,330	)		6,009,612
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(22,670,235	)		(2,159,527	)
Contribution from Adviser		6			–0	–
Net increase (decrease) in net assets from operations		(20,878,523	)		7,463,849
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(167	)		(272,718	)
Class B		(3,718,891	)		(3,511,139	)
Net realized gain on investment and foreign currency transactions
Class A		(217	)		(188,141	)
Class B		(5,342,366	)		(2,585,906	)
CAPITAL STOCK TRANSACTIONS
Net increase		76,449,733			74,441,052
Total increase		46,509,569			75,346,997
NET ASSETS
Beginning of period		211,450,421			136,103,424
End of period (including undistributed net investment income of $1,735,831 and $2,682,853, respectively)	$	257,959,990		$	211,450,421

See notes to financial statements.

22

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on July 1, 2004. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

23

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of an investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

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AllianceBernstein Variable Products Series Fund

During the six months ended June 30, 2008 the Adviser made a payment of $6 to the Portfolio in connection with a trading error.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of the daily average net assets for Class A and Class B shares, respectively. Prior to February 12, 2007, the Portfolio’s total operating expenses on an annual basis were limited to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008 the Adviser waived advisory fees in the amount of $51,763.

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. For the six months ended June 30, 2008 the total amount of such fees was $46,100. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for a portion of such services in the amount of $24,719.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $67,637, of which $207 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	103,442,350	$	46,365,879
U.S. government securities		39,447,244		25,644,189

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	12,482,988
Gross unrealized depreciation		(22,617,293	)
Net unrealized depreciation	$	(10,134,305	)

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BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is affected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

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AllianceBernstein Variable Products Series Fund

4. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2008, the Portfolio did not participate in dollar roll transactions.

5. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares issued in reinvestment of dividends and distributions	–0	–	35,342		$	–0	–	$	460,859
Shares redeemed	–0	–	(897,608	)		–0	–		(11,568,083	)
Net decrease	–0	–	(862,266	)	$	–0	–	$	(11,107,224	)
Class B
Shares sold	6,265,147		7,204,056		$	75,714,066		$	94,036,364
Shares issued in reinvestment of dividends and distributions	753,222		470,089			9,061,257			6,097,045
Shares redeemed	(686,808	)	(1,125,031	)		(8,325,590	)		(14,585,133	)
Net increase	6,331,561		6,549,114		$	76,449,733		$	85,548,276

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty

27

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	3,822,032	$	692,438
Net long-term capital gains		2,735,872		–0	–
Total distributions paid	$	6,557,904	$	692,438

NOTE I: Component of Accumulated Earnings (Deficit)

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,672,316
Undistributed long-term capital gains		5,287,377
Unrealized appreciation/(depreciation)		11,219,326	(a)
Total accumulated earnings/(deficit)	$	20,179,019

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales, the tax treatment of passive foreign investment companies and the tax treatment of certain derivative instruments.

NOTE J: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by

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AllianceBernstein Variable Products Series Fund

participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE K: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

NOTE L: Acquisition of Balanced Shares Portfolio by Balanced Wealth Strategy Portfolio

On June 11, 2008, the Board of Directors of the Fund approved the acquisition of AllianceBernstein Variable Products Series Fund, Inc.—AllianceBernstein Balanced Shares Portfolio by the Portfolio (the “Acquisition”). The Acquisition does not require approval by the Portfolio’s shareholders. The Acquisition is expected to become effective late in the third quarter of 2008.

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BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,						July 1, 2004(a) to December 31, 2004
			2007		2006		2005
Net asset value, beginning of period	$13.05		$12.87		$11.39		$10.69		$10.00
Income From Investment Operations
Net investment income (b)(c)	.16		.31		.25		.18		.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.24	)	.41		1.32		.60		.62
Contribution from Adviser	.00	(d)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.08	)	.72		1.57		.78		.69
Less: Dividends and Distributions
Dividends from net investment income	(.22	)	(.32	)	(.09	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.28	)	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.50	)	(.54	)	(.09	)	(.08	)	–0	–
Net asset value, end of period	$11.47		$13.05		$12.87		$11.39		$10.69
Total Return
Total investment return based on net asset value (e)	(8.46	)%	5.55	%	13.92	%	7.30	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$9		$10		$11,111		$9,746		$9,089
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.75	%(f)(g)	.76	%	.99	%(f)	1.20	%	1.20	%(g)
Expenses, before waivers and reimbursements	.81	%(f)(g)	.85	%	1.07	%(f)	1.54	%	2.87	%(g)
Net investment income (c)	2.68	%(f)(g)	2.33	%	2.08	%(f)	1.64	%	1.36	%(g)
Portfolio turnover rate	33	%	77	%	203	%	139	%	44	%

See footnote summary on page 31.

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AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,						July 1, 2004(a) to December 31, 2004
			2007		2006		2005
Net asset value, beginning of period	$12.97		$12.81		$11.34		$10.67		$10.00
Income From Investment Operations
Net investment income (b)(c)	.15		.27		.22		.15		.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.25	)	.41		1.33		.60		.61
Contribution from Adviser	.00	(d)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.10	)	.68		1.55		.75		.67
Less: Dividends and Distributions
Dividends from net investment income	(.20	)	(.30	)	(.08	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.28	)	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.48	)	(.52	)	(.08	)	(.08	)	–0	–
Net asset value, end of period	$11.39		$12.97		$12.81		$11.34		$10.67
Total Return
Total investment return based on net asset value (e)	(8.68	)%	5.26	%	13.75	%	7.01	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$257,951		$211,440		$124,992		$64,325		$17,866
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.00	%(f)(g)	1.01	%	1.23	%(f)	1.45	%	1.45	%(g)
Expenses, before waivers and reimbursements	1.07	%(f)(g)	1.07	%	1.31	%(f)	1.77	%	3.34	%(g)
Net investment income (c)	2.45	%(f)(g)	2.11	%	1.84	%(f)	1.31	%	1.49	%(g)
Portfolio turnover rate	33	%	77	%	203	%	139	%	44	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Amount is less than $0.005.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Annualized.

31

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/07 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	174.1	Balanced Wealth Strategy Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $86,750 (0.09% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expense to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice. It

1 It should be noted that the information in the fee summary was completed on July 17, 2007 and presented to the Board of Directors on July 31–August 2, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG. AllianceBernstein Balanced Shares, Inc., which the Adviser also manages, has lower breakpoints in its advisory fee schedule compared to the Balanced category: 60 bp on the first $200 million, 50 bp on the next $200 million, 40 bp on the balance.

32

AllianceBernstein Variable Products Series Fund

should be noted that the Portfolio’s expense cap was reduced effective February 12, 2007. Set forth below is the Portfolio’s expense caps before and after February 12, 2007 and gross expense ratio as of December 31, 2006:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio (12/31/06)	Fiscal Year End
	Effective 02/12/07	Prior to 02/12/07
Balanced Wealth Strategy Portfolio	Class A     0.75%	1.20%	1.07%	December 31
	Class B     1.00%	1.45%	1.31%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ With respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio. However, the Senior Officer noted that the portfolio composition of certain series of the AllianceBernstein Retirement Strategies, managed by the Adviser, were somewhat similar to that of the Portfolio. The Adviser has an institutional product, Target Date (All Active), which is managed similarly as the AllianceBernstein Retirement Strategies. Set forth below is a comparison of the Portfolio’s advisory fee and what would have been the advisory fee of the Portfolio had the institutional advisory fee schedule been applicable to the Portfolio:

Portfolio	Net Assets 06/30/07 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Balanced Wealth Strategy	$174.1	Target Date – All Active 75 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on next $100 million 35 bp on the balance +Other operating expenses (capped) Minimum Account Size: $100M or plan assets of $500M	0.508	%	0.550	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

33

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Balanced Wealth Strategy, a retail mutual fund, which has a similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Balanced Wealth Strategy:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Balanced Wealth Strategy Portfolio	Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.55%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for Global Balanced Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee
Balanced Wealth Strategy	Global Balanced Portfolio
	Class A6	1.40%
	Class I (Institutional)	0.70%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative services. The fee schedules of the ACITM mutual funds that have a somewhat similar investment style as the Portfolio are as follows:

Portfolio	ACITM Mutual Fund	Fee
Balanced Wealth Strategy	Alliance Global Balance (50% Global Bond/50% Global Equity)7	0.70%
	Alliance Global Balance (30% Global Bond/70% Global Equity)7	0.75%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution-related services.

7 This ACITM fund is privately placed or institutional.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

34

AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Balanced Wealth Strategy Portfolio	0.550	0.683	5/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio. Since the Portfolio’s expense cap was reduced effective February 12, 2007, supplemental pro-forma information (shown in bold and italicized) is also provided.¹²

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Balanced Wealth Strategy Portfolio	0.984	0.830	12/13	0.721	27/28
pro-forma	0.750	0.820	5/13	0.722	17/28

Based on this analysis, the Portfolio has equally favorable rankings on a management fee basis and pro-forma total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $230,686 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $136,326 on behalf of the Portfolio to ABI.

10 The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 The Portfolios’ pro-forma expense medians and rankings were estimated by the Senior Officer using standard Lipper methodology.

13 Most recently completed fiscal year end Class A total expense ratio.

35

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁴

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $793 billion as of June 30, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended April 30, 2007.¹⁷

Balanced Wealth Strategy	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	12.76	12.76	11.10	7/13	13/53

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

15 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

17 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

36

AllianceBernstein Variable Products Series Fund

Set forth below is the 1 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmark.

	Periods Ending April 30, 2007 Annualized Net Performance (%)
	1 Year (%)	Since Inception (%)19
Balanced Wealth Strategy Portfolio	12.76	11.52
S&P 500 Stock Index	15.23	13.46
Lehman Brothers Aggregate Bond Index	7.36	4.38
60% S&P 500 Stock Index / 40% Lehman Brothers Aggregate Bond Index	12.08	9.83
Inception Date: July 1, 2004

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 22, 2007

18 The performance returns shown in the table are for the Class A shares of the Portfolio.

19 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2007. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

37

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Research Growth Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GLOBAL RESEARCH GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Global Research Growth Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	849.91	$	5.52	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.90	$	6.02	1.20	%
Class B
Actual	$	1,000	$	849.39	$	6.67	1.45	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.65	$	7.27	1.45	%

* Expenses are equal to each classes' annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GLOBAL RESEARCH GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Wal-Mart Stores, Inc.	$	445,054	3.5	%
Rio Tinto PLC		383,198	3.0
EOG Resources, Inc.		342,432	2.7
Xstrata PLC		306,055	2.4
Baker Hughes, Inc.		295,646	2.3
Noble Energy, Inc.		271,110	2.1
Credit Suisse Group AG		244,517	1.9
Federal National Mortgage Association		243,875	1.9
Nestle SA		223,250	1.8
Air Products & Chemicals, Inc.		212,549	1.7
	$	2,967,686	23.3	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	2,142,095	17.0	%
Energy		1,749,297	13.9
Information Technology		1,699,735	13.5
Industrials		1,456,282	11.6
Materials		1,439,833	11.4
Consumer Staples		1,400,145	11.1
Health Care		1,247,897	9.9
Consumer Discretionary		931,056	7.4
Utilities		319,471	2.6
Telecommunication Services		204,648	1.6
Total Investments	$	12,590,459	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GLOBAL RESEARCH GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U .S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	6,607,747	52.5	%
United Kingdom		1,413,275	11.2
Switzerland		1,004,577	8.0
Japan		733,489	5.8
Brazil		397,067	3.1
Canada		306,773	2.4
Germany		249,990	2.0
France		200,244	1.6
Australia		194,227	1.5
Spain		185,855	1.5
Mexico		183,937	1.5
Norway		162,633	1.3
South Africa		148,527	1.2
Other *		802,118	6.4
Total Investments	$	12,590,459	100.0	%

* “Other” country weightings represents 1.2% or less in the following countries: China, Hong Kong, India, Israel, Italy, Netherlands, Russia, Singapore, South Korea, Sweden and Taiwan.

3

GLOBAL RESEARCH GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.7%
FINANCIALS–16.5%
CAPITAL MARKETS–10.1%
3i Group PLC	3,973	$	64,991
The Blackstone Group LP	10,150		184,831
Credit Suisse Group AG	5,372		244,517
Janus Capital Group, Inc.	2,800		74,116
Lehman Brothers Holdings, Inc.	8,780		173,932
Macquarie Group Ltd.	2,374		110,523
Man Group PLC	12,530		154,787
Merrill Lynch & Co., Inc.	3,715		117,803
MF Global Ltd.(a)	2,600		16,406
Morgan Stanley	1,000		36,070
UBS AG (Swiss Virt-X)	5,015		104,504
			1,282,480
COMMERCIAL BANKS–1.0%
Banco Itau Holding Financeira SA	3,612		73,024
Banco Santander Central Hispano SA	2,844		51,886
			124,910
DIVERSIFIED FINANCIAL SERVICES–2.2%
Bolsa De Mercadorias E Futuros	2,200		18,952
CME Group, Inc.–Class A	471		180,483
NYSE Euronext	1,600		81,056
			280,491
INSURANCE–1.3%
American International Group, Inc.	2,470		65,356
MBIA, Inc.	4,600		20,194
QBE Insurance Group Ltd.	3,893		83,704
			169,254
THRIFTS & MORTGAGE FINANCE–1.9%
Federal National Mortgage Association	12,500		243,875
			2,101,010
ENERGY–13.8%
ENERGY EQUIPMENT & SERVICES–5.1%
Baker Hughes, Inc.	3,385		295,646
Cameron International Corp.(a)	3,200		177,120
Technip SA	1,861		171,733
			644,499
OIL, GAS & CONSUMABLE FUELS–8.7%
Addax Petroleum Corp.	1,587		76,634
EOG Resources, Inc.	2,610		342,432
Noble Energy, Inc.	2,696		271,110
Petroleo Brasileiro SA (Sponsored) (ADR)	2,200		127,490
Sasol Ltd.	2,115		124,499
StatoilHydro ASA	4,359		162,633
			1,104,798
			1,749,297

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–13.4%
COMMUNICATIONS EQUIPMENT–2.6%
Cisco Systems, Inc.(a)	5,545	$	128,977
Juniper Networks, Inc.(a)	1,905		42,253
QUALCOMM, Inc.	1,900		84,303
Research In Motion Ltd.(a)	600		70,140
			325,673
COMPUTERS & PERIPHERALS–2.6%
Apple, Inc.(a)	830		138,975
EMC Corp.(a)	1,753		25,752
International Business Machines Corp.	1,350		160,015
			324,742
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.9%
Amphenol Corp.–Class A	1,000		44,880
Tyco Electronics Ltd.	1,775		63,580
			108,460
INTERNET SOFTWARE & SERVICES–1.5%
Akamai Technologies, Inc.(a)	500		17,395
Google, Inc.–Class A(a)	335		176,351
			193,746
IT SERVICES–0.1%
Cap Gemini SA	307		17,999
OFFICE ELECTRONICS–0.1%
Konica Minolta Holdings, Inc.	1,000		16,939
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.3%
Analog Devices, Inc.	1,400		44,478
Applied Materials, Inc.	3,700		70,633
Broadcom Corp.–Class A(a)	1,530		41,754
Intel Corp.	5,950		127,806
Intersil Corp.–Class A	1,100		26,752
Lam Research Corp.(a)	400		14,460
Linear Technology Corp.	700		22,799
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored) (ADR)	3,301		36,014
Tokyo Electron Ltd.	700		40,367
			425,063
SOFTWARE–2.3%
Adobe Systems, Inc.(a)	1,275		50,222
Nintendo Co. Ltd.	200		113,415
Red Hat, Inc.(a)	1,400		28,966
Salesforce.com, Inc.(a)	700		47,761
Shanda Interactive Entertainment Ltd. (Sponsored) (ADR)(a)	730		19,819
VMware, Inc.–Class A(a)	500		26,930
			287,113
			1,699,735
INDUSTRIALS–11.5%
AEROSPACE & DEFENSE–3.3%
BAE Systems PLC	18,007		158,053

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Honeywell International, Inc.	1,400	$	70,392
Lockheed Martin Corp.	1,140		112,472
United Technologies Corp.	1,350		83,295
			424,212
AIR FREIGHT & LOGISTICS–0.5%
United Parcel Service, Inc. Class B	1,100		67,617
CONSTRUCTION & ENGINEERING–0.7%
Fluor Corp.	500		93,040
ELECTRICAL EQUIPMENT–1.9%
ABB Ltd.	3,215		91,003
Ametek, Inc.	400		18,888
Emerson Electric Co.	2,155		106,565
First Solar, Inc.(a)	70		19,098
			235,554
INDUSTRIAL CONGLOMERATES–1.1%
Siemens AG	852		93,917
Smiths Group PLC	1,774		38,224
			132,141
MACHINERY–1.0%
Atlas Copco AB–Class A	4,297		62,845
Danaher Corp.	840		64,932
			127,777
ROAD & RAIL–0.7%
Union Pacific Corp.	1,100		83,050
TRADING COMPANIES & DISTRIBUTORS–2.3%
Mitsubishi Corp.	4,200		138,393
Mitsui & Co. Ltd.	7,000		154,498
			292,891
			1,456,282
MATERIALS–11.3%
CHEMICALS–4.2%
Air Products & Chemicals, Inc.	2,150		212,549
Monsanto Co.	1,260		159,314
Potash Corp. of Saskatchewan	700		159,999
			531,862
METALS & MINING–7.1%
BHP Billiton PLC	131		5,024
Cia Vale do Rio Doce (ADR)	4,375		156,713
Cia Vale do Rio Doce (Sponsored) (ADR)	700		20,888
Rio Tinto PLC	3,182		383,198
Sterlite Industries India Ltd. (ADR)(a)	2,270		36,093
Xstrata PLC	3,842		306,055
			907,971
			1,439,833
CONSUMER STAPLES–11.0%
BEVERAGES–1.0%
Asahi Breweries Ltd.	3,800		71,036
The Coca-Cola Co.	1,200		62,376
			133,412

Company	Shares	U.S. $ Value
FOOD & STAPLES RETAILING–4.9%
Tesco PLC	19,300	$	141,166
Wal-Mart de Mexico SAB de CV Series V	38,392		152,814
Wal-Mart Stores, Inc.	5,200		292,240
X 5 Retail Group NV (GDR)(a)(b)	968		32,449
			618,669
FOOD PRODUCTS–3.9%
Archer-Daniels-Midland Co.	1,650		55,688
Bunge Ltd.	1,325		142,689
Kellogg Co.	1,100		52,822
Nestle SA	4,954		223,250
Wilmar International Ltd.	6,000		22,295
			496,744
PERSONAL PRODUCTS–0.7%
The Estee Lauder Cos, Inc. Class A	1,100		51,095
Oriflame Cosmetics SA (SDR)	540		34,508
			85,603
TOBACCO–0.5%
ITC Ltd.	15,067		65,717
			1,400,145
HEALTH CARE–9.8%
BIOTECHNOLOGY–1.5%
Basilea Pharmaceutica(a)	110		17,865
Genentech, Inc. (a)	1,000		75,900
Gilead Sciences, Inc.(a)	1,950		103,252
			197,017
HEALTH CARE EQUIPMENT & SUPPLIES–2.8%
Alcon, Inc.	955		155,464
Baxter International, Inc.	2,000		127,880
Becton Dickinson & Co.	950		77,235
			360,579
HEALTH CARE PROVIDERS & SERVICES–1.5%
Aetna, Inc.	2,400		97,272
Medco Health Solutions, Inc.(a)	1,920		90,624
			187,896
PHARMACEUTICALS–4.0%
Allergan, Inc.	1,000		52,050
Eli Lilly & Co.	1,305		60,239
Merck & Co., Inc.	1,975		74,438
Novartis AG	599		32,964
Roche Holding AG	751		135,009
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	3,225		147,705
			502,405
			1,247,897
CONSUMER DISCRETIONARY–7.3%
AUTO COMPONENTS–0.5%
Denso Corp.	1,710		58,895

5

GLOBAL RESEARCH GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
AUTOMOBILES–1.3%
Fiat SpA	4,480	$	72,921
Honda Motor Co. Ltd.	2,600		88,729
			161,650
DISTRIBUTORS–0.6%
Li & Fung Ltd.	26,000		78,454
HOTELS, RESTAURANTS & LEISURE–0.8%
Ctrip.com International Ltd. (ADR)	200		9,156
Wyndham Worldwide Corp.	5,000		89,550
			98,706
HOUSEHOLD DURABLES–0.2%
Sony Corp.	700		30,684
MEDIA–0.6%
The DIRECTV Group, Inc. (a)	1,500		38,865
Eutelsat Communications	379		10,513
Viacom, Inc.–Class B (a)	800		24,432
			73,810
MULTILINE RETAIL–1.5%
Kohl’s Corp.(a)	2,985		119,519
Lotte Shopping Co. Ltd.	253		75,362
			194,881
SPECIALTY RETAIL–1.1%
Belle International Holdings Ltd.	52,000		46,918
Lowe’s Cos, Inc.	4,600		95,450
			142,368
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Adidas AG	1,454		91,608
			931,056
UTILITIES–2.5%
ELECTRIC UTILITIES–0.5%
E.ON AG	320		64,464
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–2.0%
Iberdrola Renovables SA(a)	17,389		133,968
International Power PLC	14,129		121,039
			255,007
			319,471

Company	Shares	U.S. $ Value
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.4%
TW Telecom, Inc.–Class A(a)	1,600	$	25,648
Vimpel-Communications (Sponsored) (ADR)	700		20,776
			46,424
WIRELESS TELECOMMUNICATION SERVICES–1.2%
America Movil SAB de CV Series L (ADR)	590		31,123
MTN Group Ltd.	1,518		24,028
NTT Docomo, Inc.	14		20,534
Sprint Nextel Corp.	4,400		41,800
Vodafone Group PLC	13,827		40,739
			158,224
			204,648
Total Common Stocks (cost $12,356,445)			12,549,374
WARRANTS–0.3%
FINANCIALS–0.3%
THRIFTS & MORTGAGE FINANCE–0.3%
Housing Development Finance Corp., expiring 1/18/11(a) (cost $46,604)	899		41,085
TOTAL INVESTMENTS–99.0% (cost $12,403,049)			12,590,459
Other assets less liabilities–1.0%			123,384
Net Assets–100.0%		$	12,713,843

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the market value of this security amounted to $32,449 or 0.3% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

SDR—Swedish Depositary Receipt

See notes to financial statements.

6

GLOBAL RESEARCH GROWTH PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1–quoted prices in active markets for identical investments

• Level 2–other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3–significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities		Other Financial Instruments*
Level 1	$	7,920,552	$	–0	–
Level 2		4.628,822		–0	–
Level 3		41,085		–0	–
Total	$	12,590,459	$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities			Other Financial Instruments
Balance as of 12/31/07	$	198,716		$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain		17,886			–0	–*
Change in unrealized appreciation/depreciation		(69,819	)		–0	–
Net purchases (sales)		(105,698	)		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	41,085		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(26,517	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

7

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $12,403,049)	$	12,590,459
Cash		2,917
Foreign cash, at value (cost $17,369)		17,422
Receivable for investment securities sold		282,618
Dividends receivable		24,327
Receivable for capital stock sold		7,610
Total assets		12,925,353
LIABILITIES
Payable for investment securities purchased		96,046
Payable for capital stock redeemed		41,436
Custodian fee payable		29,392
Audit fee payable		20,712
Distribution fee payable		2,758
Advisory fee payable		2,472
Transfer Agent fee payable		85
Accrued expenses		18,609
Total liabilities		211,510
NET ASSETS	$	12,713,843
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,107
Additional paid-in capital		12,924,636
Undistributed net investment income		29,180
Accumulated net realized loss on investment and foreign currency transactions		(429,575	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		188,495
	$	12,713,843

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	112,676	9,771	$	11.53
B	$	12,601,167	1,096,993	$	11.49

See notes to financial statements.

8

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $7,932)	$	121,075
Interest		3,164
Total investment income		124,239
EXPENSES
Advisory fee (see Note B)		48,026
Distribution fee—Class B		15,851
Transfer agency—Class A		12
Transfer agency—Class B		1,034
Custodian		61,972
Administrative		46,100
Audit		24,000
Legal		5,133
Printing		2,628
Directors’ fees		884
Miscellaneous		3,596
Total expenses		209,236
Less: expenses waived and reimbursed by the Adviser (see Note B)		(116,543	)
Net expenses		92,693
Net investment income		31,546
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(350,368	)
Foreign currency transactions		(3,437	)
Net change in unrealized appreciation/depreciation of:
Investments		(1,818,506	)
Foreign currency denominated assets and liabilities		1,406
Net loss on investment and foreign currency transactions		(2,170,905	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,139,359	)

See notes to financial statements.

9

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	31,546		$	1,452
Net realized gain (loss) on investment and foreign currency transactions		(353,805	)		1,012,221
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,817,100	)		65,716
Net increase (decrease) in net assets from operations		(2,139,359	)		1,079,389
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(459	)		(549	)
Class B		(16,317	)		(14,840	)
Net realized gain on investment and foreign currency transactions
Class A		(10,621	)		(5,328	)
Class B		(1,043,344	)		(370,285	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		2,851,925			(260,278	)
Total increase (decrease)		(358,175	)		428,109
NET ASSETS
Beginning of period		13,072,018			12,643,909
End of period (including undistributed net investment income of $29,180 and $14,410, respectively)	$	12,713,843		$	13,072,018

See notes to financial statements.

10

GLOBAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Research Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on May 2, 2005. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

11

GLOBAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of an investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008, the Adviser waived fees in the amount of $70,443.

12

AllianceBernstein Variable Products Series Fund

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $46,100 for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $10,691, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	7,928,728		$	5,843,005
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	1,677,994
Gross unrealized depreciation		(1,490,584	)
Net unrealized appreciation	$	187,410

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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GLOBAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

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AllianceBernstein Variable Products Series Fund

4. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares issued in reinvestment of dividends and distributions	–0–		416		$	–0–		$	5,877
Shares redeemed	–0–		(814	)		–0–			(11,500	)
Net decrease	–0–		(398	)	$	–0–		$	(5,623	)
Class B
Shares sold	236,947		433,686		$	3,080,065		$	6,201,245
Shares issued in reinvestment of dividends and distributions	78,335		27,353			972,927			385,125
Shares redeemed	(95,749	)	(500,330	)		(1,201,067	)		(6,841,025	)
Net increase (decrease)	219,533		(39,291	)	$	2,851,925		$	(254,655	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk — This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

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GLOBAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	201,762	$	151,146
Net long-term capital gains		189,240		–0	–
Total distributions paid	$	391,002	$	151,146

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	195,103
Undistributed long-term capital gains		869,277
Unrealized appreciation/(depreciation)		1,933,820	(a)
Total accumulated earnings/(deficit)	$	2,998,200

(a) The difference between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recog-

16

AllianceBernstein Variable Products Series Fund

nized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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GLOBAL RESEARCH GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,				May 2, 2005(a) to December 31, 2005
			2007		2006
Net asset value, beginning of period	$14.80		$13.70		$12.11		$10.00
Income From Investment Operations
Net investment income (b)(c)	.05		.05		.05		.01
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.18	)	1.62		1.74		2.10
Net increase (decrease) in net asset value from operations	(2.13	)	1.67		1.79		2.11
Less: Dividends and Distributions
Dividends from net investment income	(.05	)	(.05	)	–0	–	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(1.09	)	(.52	)	(.20	)	–0	–
Total dividends and distributions	(1.14	)	(.57	)	(.20	)	–0	–
Net asset value, end of period	$11.53		$14.80		$13.70		$12.11
Total Return
Total investment return based on net asset value (d)	(15.01	)%	12.45	%	15.04	%	21.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$113		$145		$139		$121
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(e)	1.20	%	1.20	%(f)	1.20	%(e)
Expenses, before waivers and reimbursements	3.05	%(e)	3.62	%	4.61	%(f)	7.47	%(e)
Net investment income (c)	.71	%(e)	.33	%	.41	%(f)	.13	%(e)
Portfolio turnover rate	47	%	115	%	64	%	43	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,				May 2, 2005(a) to December 31, 2005
			2007		2006
Net asset value, beginning of period	$14.73		$13.64		$12.09		$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)	.03		.00	(g)	.02		(.01	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.16	)	1.63		1.73		2.10
Net increase (decrease) in net asset value from operations	(2.13	)	1.63		1.75		2.09
Less: Dividends and Distributions
Dividends from net investment income	(.02	)	(.02	)	–0	–	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(1.09	)	(.52	)	(.20	)	–0	–
Total dividends and distributions	(1.11	)	(.54	)	(.20	)	–0	–
Net asset value, end of period	$11.49		$14.73		$13.64		$12.09
Total Return
Total investment return based on net asset value (d)	(15.06	)%	12.17	%	14.73	%	20.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$12,601		$12,927		$12,505		$7,063
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.45	%(e)	1.45	%	1.45	%(f)	1.45	%(e)
Expenses, before waivers and reimbursements	3.26	%(e)	3.80	%	4.78	%(f)	7.73	%(e)
Net investment income (loss) (c)	.49	%(e)	.01	%	.14	%(f)	(.14	)%(e)
Portfolio turnover rate	47	%	115	%	64	%	43	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Amount is less than $0.005.

19

GLOBAL RESEARCH GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Research Growth Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

20

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2006 and 2007.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International (MSCI) World Growth Index (Net) (the “MSCI World Growth Index”) and the MSCI World Index (Net) (the “MSCI World Index”), in each case for the 1-year period ended January 31, 2008 and (in the case of the indices) the since inception period (May 2005 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1-year period, and that the Portfolio underperformed the MSCI World Growth Index in the 1-year period but outperformed that index in the since inception period and outperformed the MSCI World Index in both periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio but that the initial fee rate in the institutional fee schedule was higher than that for the Portfolio, so that the application of such fee schedule to the level of assets of the Portfolio would result in a fee rate that would be higher than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser is currently waiving its right to be reimbursed by the Portfolio for administrative expenses and that total compensation to the Adviser pursuant to the Portfolio’s Advisory Agreement would be at a higher rate than under the institutional fee schedule but for such waiver. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

21

GLOBAL RESEARCH GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The expense ratio of the Portfolio reflected fee waivers and/or expense reimbursements as a result of an expense limitation undertaking by the Adviser. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points was lower than the Expense Group median. The directors noted that in the Portfolio’s latest fiscal year, the administrative expense reimbursement of 81 basis points had been waived by the Adviser. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser, was higher than the Expense Group and Expense Universe medians. The directors also noted the Portfolio’s relatively modest size (less than $13 million at February 29, 2008) and that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

22

GLOBAL RESEARCH GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Global Research Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	12.4	Global Research Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was due to receive $94,000 (0.81% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1^st of each year upon at least 60 days written notice. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio		Fiscal Year End
Global Research Growth Portfolio	Class A 1.20 Class B 1.45	% %	3.62 3.80	% %	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

23

GLOBAL RESEARCH GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are usually reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
Global Research Growth Portfolio	$	12.4	Global Research Growth Schedule 80 bp on 1st $25 m 60 bp on next $25 m 50 bp on next $50 m 40 bp on the balance Minimum account size $50 m	0.800	0.750

The Adviser also manages AllianceBernstein Global Research Growth Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Research Growth Fund, Inc.⁵ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein Mutual Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Advisory Fee (%)
Global Research Growth Portfolio	Global Research Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

24

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for Global Growth Trends Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the fund are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
Global Growth Trends Portfolio
Class A	1.70	%
Class I (Institutional)	0.90	%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedules of the ITM mutual funds that have a somewhat similar investment style as the Portfolio are as follows:

Portfolio	ITM Mutual Fund	Fee6
Global Research Growth Portfolio	Alliance Global Research Growth7	0.30	%8
	Alliance Global Growth Opportunities 17	1.00	%
	Alliance Global Growth Opportunities 27	0.80	%
	Alliance Global Growth Opportunities 37	0.85	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

6 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 17, 2008 by Reuters was ¥97.38 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.3 million.

7 This ITM fund is privately placed or institutional.

8 The fund is offered to two institutional clients that are charged a separate fee for managing their assets in addition to the 0.30%. The first client is charged 0.33% for the first ¥2.5 billion, 0.195% for the next ¥2.5 billion, 0.105% for the next ¥5 billion and 0.06% thereafter. The second client is charged 0.40% for the first ¥2.5 billion, 0.25% for the next ¥2.5 billion, 0.15% for the next ¥5 billion and 0.10% thereafter.

9 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

25

GLOBAL RESEARCH GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Global Research Growth Portfolio12	0.750	0.790	3/12

However, because Lipper had expanded the EG of the portfolio under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹³ A “normal” EU will include funds that have the same investment classification/objective as the subject portfolio.¹⁴

Portfolio	Expense Ratio (%)15	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Global Research Growth Portfolio16	1.200	1.010	10/12	0.934	30/33

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability for the Portfolio was considered not meaningful in percentage terms since revenues in 2007 and 2006 were negative.

Although the Adviser did not earn a profit for managing the Portfolio’s investments in 2007, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive.

These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007,

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

12 The Portfolio’s EG includes the Portfolio, four other variable insurance product (“VIP”) Global Growth funds (“GLGE”), three VIP Large-Cap Core Funds (“GLCE”), and four VIP Global Value funds (“GLVE”).

13 It should be noted that the expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested that only the EG be expanded.

14 Except for asset (size) compatibility, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

16 The Portfolio’s EU includes the Portfolio, EG and all other VIP GLGE, GLCE and GLVE funds, excluding outliers.

26

AllianceBernstein Variable Products Series Fund

AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $28,598 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payment in the amount of $372,276 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁷

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁹ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th–75^th percentile range of their comparable peers.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

17 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

27

GLOBAL RESEARCH GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year performance rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended January 31, 2008.²³

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	1.62	1.62	0.13	3/5	8/23

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	Since Inception (%)
Global Research Growth Portfolio	1.62	13.98
MSCI World Index (Net)	-0.47	11.95
MSCI World Growth (Net)	3.33	12.32

Inception Date: May 2, 2005

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

21 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the 1 year performance return of the Portfolio was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the 1 year performance return of the Portfolio, as reported by the Adviser, is provided instead of Lipper.

22 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU. The criteria for including in or excluding a fund in/from a PU is somewhat different from that of an EU.

23 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

28

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Technology Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GLOBAL TECHNOLOGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Global Technology Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	848.39	$	4.23	0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.29	$	4.62	0.92	%
Class B
Actual	$	1,000	$	846.88	$	5.37	1.17	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.05	$	5.87	1.17	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GLOBAL TECHNOLOGY PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
International Business Machines Corp.	$	15,361,488	7.0	%
Apple, Inc.		14,500,304	6.6
Intel Corp.		12,920,220	5.8
Google, Inc.—Class A		12,339,285	5.6
Cisco Systems, Inc.		10,294,876	4.7
Nintendo Co. Ltd.		9,867,078	4.5
QUALCOMM, Inc.		8,763,075	4.0
Research In Motion Ltd.		6,932,170	3.1
Applied Materials, Inc.		6,448,602	2.9
Tyco Electronics Ltd.		5,906,718	2.7
	$	103,333,816	46.9	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology Hardware & Equipment	$	78,269,830	36.3	%
Software & Services		68,895,373	32.0
Semiconductors & Semiconductor Equipment		46,834,772	21.7
Telecommunication Services		12,468,600	5.8
Media		4,681,304	2.2
Capital Goods		2,089,572	1.0
Consumer Durables & Apparel		1,534,179	0.7
Consumer Services		590,562	0.3
Total Investments	$	215,364,192	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

COUNTRY DIVERSIFICATION
GLOBAL TECHNOLOGY PORTFOLIO
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	172,002,576	79.9	%
Japan		17,661,377	8.2
Canada		6,932,170	3.2
Taiwan		3,016,615	1.4
India		2,246,882	1.0
South Africa		2,091,803	1.0
China		2,032,227	1.0
Mexico		2,015,050	0.9
Germany		1,743,800	0.8
Russia		1,715,504	0.8
France		1,599,399	0.7
United Kingdom		1,197,127	0.6
Netherlands		1,109,662	0.5
Total Investments	$	215,364,192	100.0	%

3

GLOBAL TECHNOLOGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.8%
TECHNOLOGY HARDWARE & EQUIPMENT–35.5%
COMMUNICATIONS EQUIPMENT–13.9%
Cisco Systems, Inc.(a)	442,600	$	10,294,876
CommScope, Inc.(a)	12,600		664,902
F5 Networks, Inc.(a)	38,700		1,099,854
Juniper Networks, Inc.(a)	131,000		2,905,580
QUALCOMM, Inc.	197,500		8,763,075
Research In Motion Ltd.(a)	59,300		6,932,170
			30,660,457
COMPUTERS & PERIPHERALS–16.9%
Apple, Inc.(a)	86,600		14,500,304
EMC Corp.(a)	153,200		2,250,508
Hewlett-Packard Co.	114,400		5,057,624
International Business Machines Corp.	129,600		15,361,488
			37,169,924
ELECTRONIC EQUIPMENT & INSTRUMENTS–4.2%
Amphenol Corp.–Class A	74,200		3,330,096
Tyco Electronics Ltd.	164,900		5,906,718
			9,236,814
OFFICE ELECTRONICS–0.5%
Konica Minolta Holdings, Inc.	71,000		1,202,635
			78,269,830
SOFTWARE & SERVICES–31.3%
INTERNET SOFTWARE & SERVICES–7.2%
Akamai Technologies, Inc.(a)	81,600		2,838,864
Google, Inc.–Class A(a)	23,440		12,339,285
Omniture, Inc.(a)	39,500		733,515
			15,911,664
IT SERVICES–4.9%
Alliance Data Systems Corp.(a)	39,200		2,216,760
Cap Gemini SA	17,765		1,041,518
Global Payments, Inc.	39,600		1,845,360
Infosys Technologies Ltd. (Sponsored) (ADR)	51,700		2,246,882
Visa, Inc.–Class A	42,100		3,423,151
			10,773,671
SOFTWARE–19.2%
Activision, Inc.(a)	51,000		1,737,570
Adobe Systems, Inc.(a)	115,000		4,529,850
Concur Technologies, Inc.(a)	25,800		857,334
Electronic Arts, Inc.(a)	44,300		1,968,249
McAfee, Inc.(a)	61,500		2,092,845
Microsoft Corp.	164,800		4,533,648
Nintendo Co. Ltd.	17,400		9,867,078
Oracle Corp.(a)	156,500		3,286,500
Red Hat, Inc.(a)	130,300		2,695,907

Company	Shares	U.S. $ Value
Salesforce.com, Inc.(a)	65,000	$	4,434,950
SAP AG	33,439		1,743,800
Shanda Interactive Entertainment Ltd. (Sponsored) (ADR)(a)	53,100		1,441,665
SuccessFactors, Inc.(a)	97,800		1,070,910
VMware, Inc.–Class A(a)	36,200		1,949,732
			42,210,038
			68,895,373
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–21.3%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–21.3%
Analog Devices, Inc.	111,900		3,555,063
Applied Materials, Inc.	337,800		6,448,602
ASML Holding NV	45,336		1,109,662
Broadcom Corp.–Class A(a)	136,150		3,715,534
Intel Corp.	601,500		12,920,220
Intersil Corp.–Class A	87,400		2,125,568
Lam Research Corp.(a)	38,300		1,384,545
Linear Technology Corp.	60,100		1,957,457
Marvell Technology Group Ltd.(a)	192,300		3,396,018
MEMC Electronic Materials, Inc.(a)	24,700		1,520,038
ON Semiconductor Corp.(a)	197,400		1,810,158
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored) (ADR)	276,500		3,016,615
Tokyo Electron Ltd.	67,200		3,875,292
			46,834,772
TELECOMMUNICATION SERVICES–5.7%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.5%
Tw Telecom, Inc.–Class A(a)	95,800		1,535,674
Vimpel-Communications (Sponsored) (ADR)	57,800		1,715,504
			3,251,178
WIRELESS TELECOMMUNICATION SERVICES–4.2%
America Movil SAB de CV Series L (ADR)	38,200		2,015,050
MTN Group Ltd.	132,150		2,091,803
NTT Docomo, Inc.	806		1,182,192
Sprint Nextel Corp.	287,500		2,731,250
Vodafone Group PLC	406,314		1,197,127
			9,217,422
			12,468,600
MEDIA–2.1%
MEDIA–2.1%
The DIRECTV Group, Inc.(a)	127,700		3,308,707
Discovery Holding Co.–Class A(a)	37,100		814,716
Eutelsat Communications	20,111		557,881
			4,681,304

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CAPITAL GOODS–0.9%
ELECTRICAL EQUIPMENT–0.9%
Enersys(a)	19,600	$	670,908
First Solar, Inc.(a)	5,200		1,418,664
			2,089,572
CONSUMER DURABLES & APPAREL–0.7%
HOUSEHOLD DURABLES–0.7%
Sony Corp.	35,000		1,534,179
CONSUMER SERVICES–0.3%
HOTELS RESTAURANTS & LEISURE–0.3%
Ctrip.com International Ltd. (ADR)	12,900		590,562
TOTAL INVESTMENTS–97.8% (cost $202,924,492)			215,364,192
Other assets less liabilities–2.2%			4,779,567
NET ASSETS–100.0%		$	220,143,759

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

GLOBAL TECHNOLOGY PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1–quoted prices in active markets for identical investments

• Level 2–other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3–significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities			Other Financial Instruments*
Level 1	$	189,961,024		$	–0	–
Level 2		25,403,168			–0	–
Level 3		–0	–		–0	–
Total	$	215,364,192		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

6

GLOBAL TECHNOLOGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $202,924,492)	$	215,364,192
Foreign cash, at value (cost $3,416,994)		3,579,239
Receivable for investment securities sold		4,593,724
Receivable for capital stock sold		124,084
Dividends receivable		113,442
Total assets		223,774,681
LIABILITIES
Due to custodian		133,557
Payable for investment securities purchased and foreign currency contracts		2,641,188
Payable for capital stock redeemed		536,470
Advisory fee payable		145,908
Distribution fee payable		33,196
Administrative fee payable		25,532
Transfer Agent fee payable		85
Accrued expenses		114,986
Total liabilities		3,630,922
NET ASSETS	$	220,143,759
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,712
Additional paid-in capital		427,549,224
Accumulated net investment loss		(197,162	)
Accumulated net realized loss on investment and foreign currency transactions		(219,822,240	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		12,601,225
	$	220,143,759

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	70,540,534	4,015,581	$	17.57
B	$	149,603,225	8,696,112	$	17.20

See notes to financial statements.

7

GLOBAL TECHNOLOGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $34,876)	$	1,053,406
Interest		47,318
Total investment income		1,100,724
EXPENSES
Advisory fee (see Note B)		881,950
Distribution fee—Class B		198,654
Transfer agency—Class A		609
Transfer agency—Class B		1,267
Custodian		76,810
Administrative		46,100
Printing		37,962
Audit		24,000
Legal		8,463
Directors’ fees		886
Miscellaneous		3,268
Total expenses		1,279,969
Net investment loss		(179,245	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(8,156,071	)
Foreign currency transactions		(158,608	)
Net change in unrealized appreciation/depreciation of:
Investments		(34,554,125	)
Foreign currency denominated assets and liabilities		128,335
Net loss on investment and foreign currency transactions		(42,740,469	)
Contribution from Adviser (see Note B)		2,781
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(42,916,933	)

See notes to financial statements.

8

GLOBAL TECHNOLOGY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(179,245	)	$	(853,115	)
Net realized gain (loss) on investment and foreign currency transactions		(8,314,679	)		48,858,319
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(34,425,790	)		918,488
Contribution from Adviser		2,781			–0	–
Net increase (decrease) in net assets from operations		(42,916,933	)		48,923,692
CAPITAL STOCK TRANSACTIONS
Net decrease		(22,332,273	)		(27,699,246	)
Total increase (decrease)		(65,249,206	)		21,224,446
NET ASSETS
Beginning of period		285,392,965			264,168,519
End of period (including accumulated net investment loss of ($197,162) and ($17,917), respectively)	$	220,143,759		$	285,392,965

See notes to financial statements.

9

GLOBAL TECHNOLOGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Technology Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s objective was to seek growth of capital. Current income was incidental to the Portfolio’s objective. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases

10

AllianceBernstein Variable Products Series Fund

and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the six months ended June 30, 2008, the Adviser made a payment of $2,781 to the Portfolio in connection with a litigation settlement.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $329,020, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

11

GLOBAL TECHNOLOGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	150,785,032		$	171,114,829
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	18,348,515
Gross unrealized depreciation		(5,908,815	)
Net unrealized appreciation	$	12,439,700

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

12

AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

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GLOBAL TECHNOLOGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	161,331		885,992		$	2,897,318		$	17,645,153
Shares redeemed	(680,376	)	(1,390,586	)		(12,270,826	)		(26,007,511	)
Net decrease	(519,045	)	(504,594	)	$	(9,373,508	)	$	(8,362,358	)
Class B
Shares sold	1,247,064		4,572,785		$	21,998,269		$	87,706,890
Shares redeemed	(1,979,296	)	(5,616,216	)		(34,957,034	)		(107,043,778	)
Net decrease	(732,232	)	(1,043,431	)	$	(12,958,765	)	$	(19,336,888	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(209,521,476	)(a)
Unrealized appreciation/(depreciation)		45,023,013	(b)
Total accumulated earnings/(deficit)	$	(164,498,463	)

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $209,503,559 of which $15,961,952 expires in the year 2009, $172,308,210 expires in the year 2010, and $21,233,397 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $49,209,557. Net capital losses and net foreign currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of Portfolio’s next taxable year. For the year ended December 31, 2007, the Portfolio deferred to January 1, 2008, post October foreign currency losses of $17,917.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

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AllianceBernstein Variable Products Series Fund

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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GLOBAL TECHNOLOGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$20.71		$17.23		$15.86		$15.27		$14.49		$10.05
Income From Investment Operations
Net investment income (loss) (a)	.00	(b)	(.03	)	(.05	)	(.05	)	(.03	)(c)	(.11	)
Net realized and unrealized gain (loss) on investment transactions	(3.14	)	3.51		1.42		.64		.81		4.55
Contribution from Adviser	.00	(b)	–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(3.14	)	3.48		1.37		.59		.78		4.44
Net asset value, end of period	$17.57		$20.71		$17.23		$15.86		$15.27		$14.49
Total Return
Total investment return based on net asset value (d)	(15.16	)%	20.20	%	8.64	%	3.86	%	5.38	%	44.18	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$70,541		$93,919		$86,819		$99,781		$117,145		$130,127
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.92	%(e)	.93	%	.92	%(f)	.92	%	.88	%	1.11	%
Expenses, before waivers and reimbursements	.92	%(e)	.93	%	.92	%(f)	.92	%	1.06	%	1.11	%
Net investment income (loss)	.01	%(e)	(.15	)%	(.30	)%(f)	(.32	)%	(.22	)%(c)	(.86	)%
Portfolio turnover rate	65	%	132	%	117	%	98	%	86	%	90	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$20.31		$16.94		$15.63		$15.08		$14.35		$  9.98
Income From Investment Operations
Net investment loss (a)	(.02	)	(.07	)	(.09	)	(.08	)	(.07	)(c)	(.14	)
Net realized and unrealized gain (loss) on investment transactions	(3.09	)	3.44		1.40		.63		.80		4.51
Contribution from Adviser	.00	(b)	–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(3.11	)	3.37		1.31		.55		.73		4.37
Net asset value, end of period	$17.20		$20.31		$16.94		$15.63		$15.08		$14.35
Total Return
Total investment return based on net asset value (d)	(15.31	)%	19.89	%	8.38	%	3.65	%	5.09	%	43.79	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$149,603		$191,474		$177,350		$148,075		$164,721		$187,319
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.17	%(e)	1.17	%	1.18	%(f)	1.17	%	1.13	%	1.37	%
Expenses, before waivers and reimbursements	1.17	%(e)	1.17	%	1.18	%(f)	1.17	%	1.31	%	1.37	%
Net investment loss	(.23	)%(e)	(.40	)%	(.55	)%(f)	(.57	)%	(.47	)%(c)	(1.11	)%
Portfolio turnover rate	65	%	132	%	117	%	98	%	86	%	90	%

(a) Based on average shares outstanding.

(b) Amount is less than $0.005.

(c) Net of expenses reimbursed or waived by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

17

GLOBAL TECHNOLOGY PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Technology Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

18

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International (MSCI) World Information Technology Index (Net) (the “MSCI World IT Index”) and the MSCI World Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the indices) the since inception period (January 1996 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1- and 3-year periods, 4th quintile of the Performance Group and Performance Universe for the 5-year period and 1st out of 1 of the Performance Group and 3rd out of 4 of the Performance Universe for the 10-year period, and that the Portfolio outperformed the MSCI World IT Index in the 1-, 3- and 10-year periods but underperformed that index in the 5-year and since inception periods and outperformed the MSCI World Index in the 1-year period but underperformed that index in all other periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the directors that there are no institutional products managed by it which have a substantially similar investment style as the Portfolio. The directors reviewed information in the Adviser’s Form ADV and noted that it charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involve investments in securities of the same type that the Portfolio invests in (i.e., equity securities). The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund except that the Portfolio’s fee rate is a monthly fee based on average daily net assets whereas the Corresponding Fund’s fee rate is a quarterly fee based on net asset value at the end of each quarter.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper

19

GLOBAL TECHNOLOGY PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points was lower than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 3 basis points, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was essentially the same as the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

GLOBAL TECHNOLOGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Global Technology Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion	$	228.5	Global Technology
	65 bp on next $2.5 billion			Portfolio
	60 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.03% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Global Technology Portfolio	Class A    0.93% Class B    1.17%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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GLOBAL TECHNOLOGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio.

The Adviser manages AllianceBernstein Global Technology Fund, Inc. (“Global Technology Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Global Technology Fund, Inc.⁴ and what would have been the effective advisory fee of the Portfolio had the fee schedule of Global Technology Fund, Inc. been applicable to the Portfolio.

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Global Technology Portfolio5	Global Technology Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for International Technology Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the fund are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

4 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

5 The advisory fees of AllianceBernstein Global Technology Fund, Inc. are based on the fund’s net assets at each quarter end and are paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fees are based on the Portfolio’s average daily net assets and are paid on a monthly basis.

22

AllianceBernstein Variable Products Series Fund

Fund	Fee
International Technology Portfolio Class A Class I (Institutional)	1.95% 1.15%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁶ at the approximate current asset level of the Portfolio.⁷

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee8	Lipper Group Median	Rank
Global Technology Portfolio	0.750	0.775	4/10

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)10	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Global Technology Portfolio	0.925	0.909	6/10	0.970	7/17

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

6 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

7 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

8 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

9 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

10 Most recently completed fiscal year end Class A total expense ratio.

23

GLOBAL TECHNOLOGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $457,877 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $549,893 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹¹

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹² subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

11 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2007.

12 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

24

AllianceBernstein Variable Products Series Fund

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹³ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th – 75^th percentile range of their comparable peers.¹⁴ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended January 31, 2008.¹⁷

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	0.80	1.24	1.50	6/10	12/17
3 year	7.36	8.48	9.93	6/10	10/15
5 year	12.21	13.11	13.51	8/10	11/15
10 year	5.19	5.19	6.69	1/1	3/4

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmarks.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

13 The Deli study was originally published in 2002 based on 1997 data.

14 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

15 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Portfolio’s PG and PU are identical to the Portfolio’s EG and EU.

17 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

18 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

19 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

GLOBAL TECHNOLOGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Global Technology Portfolio	0.80	7.36	12.21	5.19	6.09	16.72	0.17	5
MSCI World IT Index (Net)19	0.48	7.06	12.37	3.39	7.28	15.18	0.18	5
MSCI World Index (Net)19	-0.47	10.64	15.83	5.86	7.36	N/A	N/A	N/A
Inception Date: January 11, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form 
N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Growth Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	858.58	$	4.25	0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.29	$	4.62	0.92	%
Class B
Actual	$	1,000	$	857.72	$	5.40	1.17	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.05	$	5.87	1.17	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	7,333,031	4.9	%
Cameron International Corp.		6,769,305	4.5
Apple, Inc.		6,602,829	4.4
Gilead Sciences, Inc.		5,975,408	4.0
Celgene Corp.		5,637,805	3.8
Medco Health Solutions, Inc.		5,411,008	3.6
Jacobs Engineering Group, Inc.		5,307,639	3.6
Danaher Corp.		4,653,460	3.1
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)		4,636,792	3.1
Schlumberger Ltd.		4,568,998	3.1
	$	56,896,275	38.1	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	49,986,866	33.6	%
Health Care		33,011,676	22.2
Industrials		20,751,550	14.0
Energy		16,968,782	11.4
Financials		11,364,468	7.6
Consumer Discretionary		8,248,395	5.5
Materials		5,283,348	3.6
Utilities		1,573,920	1.1
Consumer Staples		711,477	0.5
Telecommunication Services		676,466	0.5
Total Investments	$	148,576,948	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.6%
INFORMATION TECHNOLOGY–33.5%
COMMUNICATIONS EQUIPMENT–7.0%
Cisco Systems, Inc.(a)	122,660	$	2,853,072
Juniper Networks, Inc.(a)	128,670		2,853,901
QUALCOMM, Inc.	74,420		3,302,015
Research In Motion Ltd.(a)	12,040		1,407,476
			10,416,464
COMPUTERS & PERIPHERALS–5.5%
Apple, Inc.(a)	39,434		6,602,829
International Business Machines Corp.	13,200		1,564,596
			8,167,425
ELECTRONIC EQUIPMENT & INSTRUMENTS–4.9%
Amphenol Corp.–Class A	80,250		3,601,620
Dolby Laboratories, Inc.–Class A(a)	90,790		3,658,837
			7,260,457
INTERNET SOFTWARE & SERVICES–4.9%
Google, Inc.–Class A(a)	13,930		7,333,031
IT SERVICES–1.6%
Iron Mountain, Inc.(a)	68,710		1,824,250
Visa, Inc.–Class A	6,800		552,908
			2,377,158
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.0%
Applied Materials, Inc.	20,900		398,981
Broadcom Corp.–Class A(a)	46,700		1,274,443
Intel Corp.	60,980		1,309,850
MEMC Electronic Materials, Inc.(a)	25,270		1,555,116
			4,538,390
SOFTWARE 6.6%
Adobe Systems, Inc.(a)	101,880		4,013,053
Salesforce.com, Inc.(a)	61,800		4,216,614
VMware, Inc.–Class A(a)	30,900		1,664,274
			9,893,941
			49,986,866
HEALTH CARE–22.1%
BIOTECHNOLOGY–10.5%
Celgene Corp.(a)	88,270		5,637,805
Cepheid, Inc.(a)	41,900		1,178,228
Genentech, Inc.(a)	37,620		2,855,358
Gilead Sciences, Inc.(a)	112,850		5,975,408
			15,646,799

Company	Shares	U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–4.9%
Alcon, Inc.	25,670	$	4,178,819
Baxter International, Inc.	29,700		1,899,018
Intuitive Surgical, Inc.(a)	4,600		1,239,240
			7,317,077
HEALTH CARE PROVIDERS & SERVICES–3.6%
Medco Health Solutions, Inc.(a)	114,640		5,411,008
PHARMACEUTICALS–3.1%
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	101,240		4,636,792
			33,011,676
INDUSTRIALS–13.9%
CONSTRUCTION & ENGINEERING–6.1%
Fluor Corp.	20,450		3,805,336
Jacobs Engineering Group, Inc.(a)	65,770		5,307,639
			9,112,975
ELECTRICAL EQUIPMENT–4.7%
Ametek, Inc.	84,410		3,985,840
Baldor Electric Co.	15,130		529,247
Emerson Electric Co.	49,950		2,470,028
			6,985,115
MACHINERY–3.1%
Danaher Corp.	60,200		4,653,460
			20,751,550
ENERGY–11.4%
ENERGY EQUIPMENT & SERVICES–11.4%
Cameron International Corp.(a)	122,300		6,769,305
FMC Technologies, Inc.(a)	37,900		2,915,647
National Oilwell Varco, Inc.(a)	30,600		2,714,832
Schlumberger Ltd.	42,530		4,568,998
			16,968,782
FINANCIALS–7.6%
CAPITAL MARKETS–4.4%
The Charles Schwab Corp.	77,490		1,591,645
The Goldman Sachs Group, Inc.	19,290		3,373,821
Greenhill & Co., Inc.	30,060		1,619,031
			6,584,497
DIVERSIFIED FINANCIAL SERVICES–3.2%
CME Group, Inc.–Class A	5,723		2,192,997
JP Morgan Chase & Co.	75,400		2,586,974
			4,779,971
			11,364,468

3

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–5.5%
DIVERSIFIED CONSUMER SERVICES–1.4%
Strayer Education, Inc.	10,120	$	2,115,788
HOUSEHOLD DURABLES–0.9%
NVR, Inc.(a)	2,760		1,380,221
SPECIALTY RETAIL–2.1%
Dick’s Sporting Goods, Inc.(a)	93,080		1,651,239
J Crew Group, Inc.(a)	23,700		782,337
Tiffany & Co.	16,800		684,600
			3,118,176
TEXTILES, APPAREL & LUXURY GOODS–1.1%
Coach, Inc.(a)	17,720		511,754
Nike, Inc.–Class B	18,830		1,122,456
			1,634,210
			8,248,395
MATERIALS–3.5%
CHEMICALS–3.5%
Air Products & Chemicals, Inc.	17,200		1,700,392
Monsanto Co.	22,300		2,819,612
Praxair, Inc.	8,100		763,344
			5,283,348

Company	Shares	U.S. $ Value
UTILITIES–1.1%
ELECTRIC UTILITIES–1.1%
FPL Group, Inc.	24,000	$	1,573,920
CONSUMER STAPLES– 0.5%
HOUSEHOLD PRODUCTS–0.5%
Procter & Gamble Co.	11,700		711,477
TELECOMMUNICATION SERVICES–0.5%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.5%
Tw Telecom, Inc.-Class A(a)	42,200		676,466
TOTAL INVESTMENTS–99.6% (cost $128,061,672)			148,576,948
Other assets less liabilities–0.4%			631,561
NET ASSETS–100.0%		$	149,208,509

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities			Other Financial Instruments*
Level 1	$	148,576,948		$	–0	–
Level 2		–0	–		–0	–
Level 3		–0	–		–0	–
Total	$	148,576,948		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 06/30/2008	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 06/30/2008	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 06/30/2008 for other financial instruments was $0.

5

GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $128,061,672)	$	148,576,948
Cash		352,591
Receivable for investment securities sold		2,333,338
Dividends receivable		56,239
Receivable for capital stock sold		12,674
Total assets		151,331,790
LIABILITIES
Payable for investment securities purchased		1,699,110
Payable for capital stock redeemed		123,946
Advisory fee payable		97,102
Administrative fee payable		25,422
Distribution fee payable		19,827
Transfer Agent fee payable		82
Accrued expenses		157,792
Total liabilities		2,123,281
NET ASSETS	$	149,208,509
COMPOSITION OF NET ASSETS
Capital stock, at par	$	7,690
Additional paid-in capital		177,817,549
Accumulated net investment loss		(317,634	)
Accumulated net realized loss on investment transactions		(48,814,372	)
Net unrealized appreciation of investments		20,515,276
	$	149,208,509

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	58,074,819	2,951,909	$	19.67
B	$	91,133,690	4,738,276	$	19.23

See notes to financial statements.

6

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $12,893)	$	542,262
Interest		14,981
Total investment income		557,243
EXPENSES
Advisory fee (see Note B)		610,165
Distribution fee—Class B		125,507
Transfer agency—Class A		442
Transfer agency—Class B		713
Administrative		46,100
Custodian		43,627
Audit		24,000
Printing		12,941
Legal		7,110
Directors’ fees		750
Miscellaneous		3,522
Total expenses		874,877
Net investment loss		(317,634	)
REALIZED AND UNREALIZED LOSS ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(131,090	)
Net change in unrealized appreciation/depreciation of investments		(26,979,179	)
Net loss on investment transactions		(27,110,269	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(27,427,903	)

See notes to financial statements.

7

GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(317,634	)	$	(824,793	)
Net realized gain (loss) on investment transactions		(131,090	)		31,363,050
Net change in unrealized appreciation/depreciation of investments		(26,979,179	)		(4,569,779	)
Net increase (decrease) in net assets from operations		(27,427,903	)		25,968,478
CAPITAL STOCK TRANSACTIONS
Net decrease		(20,719,016	)		(53,409,240	)
Total decrease		(48,146,919	)		(27,440,762	)
NET ASSETS
Beginning of period		197,355,428			224,796,190
End of period (including accumulated net investment loss of ($317,634) and $0, respectively)	$	149,208,509		$	197,355,428

See notes to financial statements.

8

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek to provide long-term growth of capital. Current income was incidental to the Portfolio’s objective. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

9

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $102,122, of which $916 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

10

AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	84,399,663		$	102,642,050
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	26,534,693
Gross unrealized depreciation		(6,019,417	)
Net unrealized appreciation	$	20,515,276

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

11

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	57,118		185,625		$	1,176,158		$	4,112,743
Shares redeemed	(416,041	)	(1,484,406	)		(8,437,976	)		(32,276,016	)
Net decrease	(358,923	)	(1,298,781	)	$	(7,261,818	)	$	(28,163,273	)
Class B
Shares sold	55,989		261,088		$	1,094,068		$	5,551,562
Shares redeemed	(737,900	)	(1,442,424	)		(14,551,266	)		(30,797,529	)
Net decrease	(681,911	)	(1,181,336	)	$	(13,457,198	)	$	(25,245,967	)

12

AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(47,972,208	)(a)
Unrealized appreciation/(depreciation)		46,783,381	(b)
Total accumulated earnings/(deficit)	$	(1,188,827	)

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $47,972,208 of which $33,056,736 expires in the year 2010 and $14,915,472 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $31,578,984.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical

13

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

14

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$22.91		$20.27		$20.49		$18.30		$15.95		$11.81
Income From Investment Operations
Net investment loss (a)	(.02	)	(.05	)	(.04	)	(.08	)	(.07	)	(.06	)
Net realized and unrealized gain (loss) on investment transactions	(3.22	)	2.69		(.18	)	2.27		2.42		4.20
Net increase (decrease) in net asset value from operations	(3.24	)	2.64		(.22	)	2.19		2.35		4.14
Net asset value, end of period	$19.67		$22.91		$20.27		$20.49		$18.30		$15.95
Total Return
Total investment return based on net asset value (b)	(14.14	)%	13.02	%	(1.07	)%	11.97	%	14.73	%	35.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$58,075		$75,834		$93,459		$123,535		$137,345		$141,809
Ratio to average net assets of:
Expenses	.92	%(c)	.90	%	.90	%(d)	.88	%	.88	%	.89	%
Net investment loss	(.24	)%(c)	(.23	)%	(.22	)%(d)	(.43	)%	(.43	)%	(.43	)%
Portfolio turnover rate	52	%	60	%	55	%	49	%	56	%	49	%

See footnote summary on page 16.

15

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$22.42		$19.90		$20.15		$18.05		$15.76		$11.70
Income From Investment Operations
Net investment loss (a)	(.05	)	(.10	)	(.09	)	(.12	)	(.11	)	(.09	)
Net realized and unrealized gain (loss) on investment transactions	(3.14	)	2.62		(.16	)	2.22		2.40		4.15
Net increase (decrease) in net asset value from operations	(3.19	)	2.52		(.25	)	2.10		2.29		4.06
Net asset value, end of period	$19.23		$22.42		$19.90		$20.15		$18.05		$15.76
Total Return
Total investment return based on net asset value (b)	(14.23	)%	12.66	%	(1.24	)%	11.64	%	14.53	%	34.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$91,134		$121,521		$131,337		$167,595		$152,899		$120,460
Ratio to average net assets of:
Expenses	1.17	%(c)	1.15	%	1.15	%(d)	1.13	%	1.13	%	1.14	%
Net investment loss	(.49	)%(c)	(.49	)%	(.47	)%(d)	(.68	)%	(.68	)%	(.68	)%
Portfolio turnover rate	52	%	60	%	55	%	49	%	56	%	49	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

16

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

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CONTINUANCE DISCLOSURE
(conitnued)	AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 3000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and Performance Universe for the 1-year period, 5th quintile of the Performance Group and Performance Universe for the 3-year period, 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 5-year period and 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period, and that the Portfolio underperformed the Index in the 1- and 3-year periods but outperformed the Index in the 5- and 10-year and since inception periods. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser (including the Adviser’s view that its “high conviction” and “pure” style of growth investing had been out of favor for several years), and of the enhancements to its investment process being implemented by the Adviser with a view to improving investment performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was understandable. The directors informed the Adviser that they planned to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

18

AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points was lower than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 4 basis points, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (less than $160 million at February 29, 2008) adversely affected the Portfolio’s expense ratio. For example, it resulted in administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	159.4	Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.04% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A    0.90% Class B    1.15%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Growth Portfolio	$159.4	U.S. Growth Schedule 80 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.441	%	0.750	%

The Adviser also manages The AllianceBernstein Portfolios Growth Fund (“Growth Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of the Growth Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the Growth Fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee		Portfolio Adv. Fee
Growth Portfolio	Growth Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.550	%	0.550	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

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GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedules of the ITM mutual funds that have a somewhat similar investment style as the Portfolio are as follows:

Portfolio	ITM Mutual Fund	Fee (%)
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund Hedged/Unhedged	0.750
	AllianceBernstein U.S. Growth Stock Fund F/FVA6	0.700

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
Growth Portfolio	0.750	0.778	5/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Growth Portfolio	0.900	0.882	8/14	0.815	38/54

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

6 This ITM fund is privately placed or institutional.

7 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

8 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

9 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

10 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

11 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, ABI received $320,421 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $292,023 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹²

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

12 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

23

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁴ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th – 75^th percentile range of their comparable peers.¹⁵ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁶ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁷ for the periods ended January 31, 2008.¹⁸

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–2.88	0.81	1.58	10/14	47/62
3 year	4.75	8.00	7.33	9/11	42/47
5 year	11.51	12.15	12.44	7/10	34/42
10 year	2.99	4.56	4.71	7/7	20/26

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

14 The Deli study was originally published in 2002 based on 1997 data.

15 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

16 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

17 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

18 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁹ versus its benchmark.²⁰ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²¹

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Growth Portfolio	–2.88	4.75	11.51	2.99	9.09	20.31	0.07	10
Russell 3000 Growth Index20	0.07	6.94	11.13	2.72	8.29	18.94	0.04	10
Inception Date: September 15, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

19 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

20 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

21 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GROWTH & INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Growth & Income Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	830.67	$	2.73	0.60	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.88	$	3.02	0.60	%
Class B
Actual	$	1,000	$	829.93	$	3.87	0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.64	$	4.27	0.85	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	67,199,125	4.1	%
Total SA (Sponsored) (ADR)		58,154,140	3.5
ACE Ltd.		57,425,816	3.5
Honeywell International, Inc.		57,082,884	3.5
Lockheed Martin Corp.		53,740,102	3.2
Schering-Plough Corp.		49,260,442	3.0
Axis Capital Holdings Ltd.		47,067,009	2.8
Safeway, Inc.		45,899,835	2.8
Raytheon Co.		43,887,144	2.7
Eli Lilly & Co.		41,816,344	2.5
	$	521,532,841	31.6	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Energy	$	270,003,639	16.2	%
Financials		264,064,709	15.8
Industrials		245,113,862	14.7
Health Care		240,310,838	14.4
Information Technology		198,866,423	11.9
Consumer Discretionary		174,629,455	10.4
Consumer Staples		139,015,798	8.3
Telecommunication Services		84,835,103	5.1
Materials		27,632,079	1.6
Utilities		2,874,700	0.2
Short-Term Investments		23,065,000	1.4
Total Investments	$	1,670,411,606	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.9%
ENERGY–16.4%
OIL, GAS & CONSUMABLE FUELS–16.4%
Anadarko Petroleum Corp.	36,800	$	2,754,112
Chevron Corp.	285,500		28,301,615
ConocoPhillips	348,900		32,932,671
Exxon Mobil Corp.	762,500		67,199,125
Marathon Oil Corp.	410,000		21,266,700
Occidental Petroleum Corp.	318,800		28,647,368
StatoilHydro ASA (ADR)	725,300		27,111,714
Total SA (Sponsored) (ADR)	682,000		58,154,140
Valero Energy Corp.	88,300		3,636,194
			270,003,639
FINANCIALS–16.0%
CAPITAL MARKETS–2.4%
Bank of New York Mellon Corp.	71,700		2,712,411
Franklin Resources, Inc.	85,000		7,790,250
Lehman Brothers Holdings, Inc.	1,051,900		20,838,139
Morgan Stanley	229,800		8,288,886
			39,629,686
COMMERCIAL BANKS–0.1%
Zions Bancorporation	80,500		2,534,945
DIVERSIFIED FINANCIAL SERVICES–2.3%
Bank of America Corp.	456,600		10,899,042
Citigroup, Inc.	750,000		12,570,000
JP Morgan Chase & Co.	412,700		14,159,737
			37,628,779
INSURANCE–9.0%
ACE Ltd.	1,042,400		57,425,816
American International Group, Inc.	455,500		12,052,530
Axis Capital Holdings Ltd.	1,578,900		47,067,009
Hartford Financial Services Group, Inc.	182,500		11,784,025
MetLife, Inc.	289,300		15,266,361
Prudential Financial, Inc.	76,700		4,582,058
			148,177,799
THRIFTS & MORTGAGE FINANCE–2.2%
Federal National Mortgage Association	1,850,000		36,093,500
			264,064,709
INDUSTRIALS–14.9%
AEROSPACE & DEFENSE–11.8%
Honeywell International, Inc.	1,135,300		57,082,884
L-3 Communications Holdings, Inc.–Class 3	159,500		14,493,765
Lockheed Martin Corp.	544,700		53,740,102

Company	Shares	U.S. $ Value
Raytheon Co.	779,800	$	43,887,144
United Technologies Corp.	410,000		25,297,000
			194,500,895
AIRLINES–0.2%
Continental Airlines, Inc.–Class B(a)	372,600		3,766,986
ELECTRICAL EQUIPMENT–1.8%
Emerson Electric Co.	522,300		25,827,735
Enersys(a)	120,100		4,111,023
			29,938,758
INDUSTRIAL CONGLOMERATES–0.8%
General Electric Co.	457,100		12,199,999
MACHINERY–0.3%
Dover Corp.	59,900		2,897,363
Eaton Corp.	21,300		1,809,861
			4,707,224
			245,113,862
HEALTH CARE–14.6%
HEALTH CARE PROVIDERS & SERVICES–1.6%
Aetna, Inc.	362,600		14,696,178
UnitedHealth Group, Inc.	461,100		12,103,875
			26,800,053
LIFE SCIENCES TOOLS & SERVICES–0.3%
Thermo Fisher Scientific, Inc.(a)	68,700		3,828,651
PHARMACEUTICALS–12.7%
Bristol-Myers Squibb Co.	724,600		14,876,038
Eli Lilly & Co.	905,900		41,816,344
Johnson & Johnson	366,200		23,561,308
Merck & Co., Inc.	1,044,200		39,355,898
Schering-Plough Corp.	2,501,800		49,260,442
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	604,800		27,699,840
Wyeth	273,400		13,112,264
			209,682,134
			240,310,838
INFORMATION TECHNOLOGY–12.0%
COMMUNICATIONS EQUIPMENT–1.2%
Ciena Corp.(a)	117,000		2,710,890
Cisco Systems, Inc.(a)	525,000		12,211,500
Juniper Networks, Inc.(a)	228,700		5,072,566
			19,994,956
COMPUTERS & PERIPHERALS–2.0%
Hewlett-Packard Co.	252,900		11,180,709
Sun Microsystems, Inc.(a)	2,051,800		22,323,584
			33,504,293

3

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
ELECTRONIC EQUIPMENT & INSTRUMENTS–1.9%
Tyco Electronics Ltd.	874,200	$	31,313,844
INTERNET SOFTWARE & SERVICES–0.6%
Yahoo!, Inc.(a)	500,000		10,330,000
IT SERVICES–2.0%
Accenture Ltd.–Class A	820,900		33,427,048
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.1%
Analog Devices, Inc.	363,700		11,554,749
Broadcom Corp.–Class A(a)	319,200		8,710,968
Integrated Device Technology, Inc.(a)	460,000		4,572,400
Intersil Corp.–Class A	262,470		6,383,270
Nvidia Corp.(a)	203,000		3,800,160
			35,021,547
SOFTWARE–2.2%
Adobe Systems, Inc.(a)	286,500		11,285,235
Microsoft Corp.	450,000		12,379,500
Symantec Corp.(a)	600,000		11,610,000
			35,274,735
			198,866,423
CONSUMER DISCRETIONARY–10.6%
HOTELS, RESTAURANTS & LEISURE–0.1%
Wyndham Worldwide Corp.	141,800		2,539,638
HOUSEHOLD DURABLES–1.6%
Centex Corp.	458,700		6,132,819
DR Horton, Inc.	1,365,800		14,818,930
Pulte Homes, Inc.	589,600		5,677,848
			26,629,597
INTERNET & CATALOG RETAIL–0.7%
Expedia, Inc.(a)	587,500		10,798,250
MEDIA–8.2%
CBS Corp.–Class B	1,040,900		20,287,141
The DIRECTV Group, Inc.(a)	914,010		23,681,999
EW Scripps Co.–Class A	36,361		1,510,436
Gannett Co., Inc.	638,700		13,840,629
Omnicom Group, Inc.	700,000		31,416,000
Time Warner, Inc.	910,500		13,475,400
Viacom, Inc.–Class B(a)	997,065		30,450,365
			134,661,970
			174,629,455

Company	Shares		U.S. $ Value
CONSUMER STAPLES–8.4%
FOOD & STAPLES RETAILING–2.8%
Safeway, Inc.		1,607,700	$	45,899,835
HOUSEHOLD PRODUCTS–1.3%
Procter & Gamble Co.		363,600		22,110,516
TOBACCO–4.3%
Altria Group, Inc.		675,000		13,878,000
Lorillard, Inc.(a)		372,539		25,764,797
Philip Morris International, Inc.		635,000		31,362,650
				71,005,447
				139,015,798
TELECOMMUNICATION SERVICES–5.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.1%
AT&T, Inc.		589,900		19,873,731
CenturyTel, Inc.		906,800		32,273,012
Verizon Communications, Inc.		923,400		32,688,360
				84,835,103
MATERIALS–1.7%
CHEMICALS–1.7%
Dow Chemical Co.		285,000		9,949,350
Eastman Chemical Co.		205,524		14,152,383
Lubrizol Corp.		76,200		3,530,346
				27,632,079
UTILITIES–0.2%
MULTI-UTILITIES–0.2%
NSTAR		85,000		2,874,700
Total Common Stocks (cost $1,765,686,919)				1,647,346,606
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
Bank of New York 1.00%, 7/01/08 (cost $23,065,000)	$	23,065		23,065,000
TOTAL INVESTMENTS–101.3% (cost $1,788,751,919)				1,670,411,606
Other assets less liabilities–(1.3)%				(22,122,239	)
NET ASSETS–100.0%			$	1,648,289,367

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	1,647,346,606		$	–0	–
Level 2		23,065,000			–0	–
Level 3		–0	–		–0	–
Total	$	1,670,411,606		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,788,751,919)	$	1,670,411,606
Cash		339
Receivable for investment securities sold		32,071,210
Dividends and interest receivable		2,832,905
Receivable for capital stock sold		776,299
Total assets		1,706,092,359
LIABILITIES
Payable for investment securities purchased		54,697,686
Payable for capital stock redeemed		1,753,977
Advisory fee payable		792,782
Distribution fee payable		286,710
Administrative fee payable		25,485
Transfer Agent fee payable		85
Accrued expenses		246,267
Total liabilities		57,802,992
NET ASSETS	$	1,648,289,367
COMPOSITION OF NET ASSETS
Capital stock, at par	$	90,647
Additional paid-in capital		1,731,172,542
Undistributed net investment income		11,166,080
Accumulated net realized gain on investment transactions		24,200,411
Net unrealized depreciation of investments		(118,340,313	)
	$	1,648,289,367

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	338,340,327	18,465,356	$	18.32
B	$	1,309,949,040	72,181,389	$	18.15

See notes to financial statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $318,497)	$	18,733,215
Interest		179,074
Total investment income		18,912,289
EXPENSES
Advisory fee (see Note B)		5,186,183
Distribution fee—Class B		1,874,174
Transfer agency—Class A		744
Transfer agency—Class B		2,883
Printing		214,758
Custodian		124,190
Administrative		46,100
Audit		24,000
Legal		18,716
Directors’ fees		872
Miscellaneous		15,434
Total expenses		7,508,054
Net investment income		11,404,235
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		33,335,063
Net change in unrealized appreciation/depreciation of investments		(403,991,831	)
Net loss on investment transactions		(370,656,768	)
Contribution from Adviser (see Note B)		11,869
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(359,240,664	)

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	11,404,235		$	29,698,091
Net realized gain on investment transactions		33,335,063			290,992,505
Net change in unrealized appreciation/depreciation of investments		(403,991,831	)		(204,861,762	)
Contribution from Adviser		11,869			5,490,338
Net increase (decrease) in net assets from operations		(359,240,664	)		121,319,172
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(6,963,791	)		(7,215,789	)
Class B		(22,799,055	)		(23,356,429	)
Net realized gain on investment transactions
Class A		(59,285,909	)		(24,491,029	)
Class B		(235,239,159	)		(96,075,101	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		117,449,405			(299,607,323	)
CAPITAL CONTRIBUTIONS
Proceeds from third party regulatory settlement (see Note E)		–0	–		99,405
Total decrease		(566,079,173	)		(329,327,094	)
NET ASSETS
Beginning of period		2,214,368,540			2,543,695,634
End of period (including undistributed net investment income of $11,166,080 and $29,524,691, respectively)	$	1,648,289,367		$	2,214,368,540

See notes to financial statements.

8

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Growth & Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying, common stocks of good quality. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. Dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the period ended December 31, 2007, and in response to the Independent Directors’ request, the Adviser made a payment of $5,490,338 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

During the six months ended June 30, 2008 the Adviser made a payment of $11,869 to the portfolio in connection with a claim for class action settlement.

10

AllianceBernstein Variable Products Series Fund

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008 amounted to $2,324,236, of which $48,539 and $0, respectively was paid to Sanford C. Bernstein & Co. LLC and Sanford C Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,629,890,432		$	1,797,228,494
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	73,053,380
Gross unrealized depreciation		(191,393,693	)
Net unrealized depreciation	$	(118,340,313	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

11

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

12

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	744,884		1,718,639		$	17,608,931		$	46,751,786
Shares issued in reinvestment of dividends and distributions	3,373,203		1,167,409			66,249,700			31,706,818
Shares redeemed	(2,663,157	)	(5,359,346	)		(61,748,743	)		(146,319,071	)
Net increase (decrease)	1,454,930		(2,473,298	)	$	22,109,888		$	(67,860,467	)
Class B
Shares sold	838,830		1,665,190		$	18,949,960		$	45,161,027
Shares issued in reinvestment of dividends and distributions	13,259,929		4,434,888			258,038,214			119,431,530
Shares redeemed	(8,133,947	)	(14,662,672	)		(181,648,657	)		(396,339,413	)
Net increase (decrease)	5,964,812		(8,562,594	)	$	95,339,517		$	(231,746,856	)

During the period ended December 31, 2007, the Portfolio received $99,405 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Portfolio’s statement of changes in net assets. Neither the Portfolio nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

13

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	38,271,652	$	29,399,718
Net long-term capital gains		112,866,696		125,643,690
Total taxable distributions		151,138,348		155,043,408
Total distributions paid	$	151,138,348	$	155,043,408

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	69,586,813
Undistributed long-term capital gains		254,754,630
Unrealized appreciation/(depreciation)		276,225,182	(a)
Total accumulated earnings/(deficit)	$	600,566,625

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the

14

AllianceBernstein Variable Products Series Fund

Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

15

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$26.82		$27.19		$24.88		$24.08		$21.80		$16.62
Income From Investment Operations
Net investment income (a)	.16		.39		.36		.31		.36	(b)	.23
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(4.41	)	.97		3.66		.85		2.12		5.15
Contribution from Adviser	.00	(c)	.06		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(4.25	)	1.42		4.02		1.16		2.48		5.38
Less: Dividends and Distributions
Dividends from net investment income	(.45	)	(.41	)	(.37	)	(.36	)	(.20	)	(.20	)
Distributions from net realized gain on investment transactions	(3.80	)	(1.38	)	(1.34	)	–0	–	–0	–	–0	–
Total dividends and distributions	(4.25	)	(1.79	)	(1.71	)	(.36	)	(.20	)	(.20	)
Net asset value, end of period	$18.32		$26.82		$27.19		$24.88		$24.08		$21.80
Total Return
Total investment return based on net asset value (d)	(16.93	)%*	5.12	%**	17.29	%	4.86	%	11.46	%	32.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$338,340		$456,159		$529,732		$571,372		$627,689		$603,673
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.60	%(e)	.59	%	.61	%(f)	.59	%	.60	%	.66	%
Expenses, before waivers and reimbursements	.60	%(e)	.59	%	.61	%(f)	.59	%	.65	%	.66	%
Net investment income	1.41	%(e)	1.43	%	1.42	%(f)	1.29	%	1.62	%(b)	1.25	%
Portfolio turnover rate	87	%	74	%	60	%	72	%	50	%	57	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$26.55		$26.93		$24.65		$23.87		$21.62		$16.49
Income From Investment Operations
Net investment income (a)	.13		.32		.29		.25		.31	(b)	.18
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(4.36	)	.96		3.63		.83		2.10		5.11
Contribution from Adviser	.00	(c)	.06		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(4.23	)	1.34		3.92		1.08		2.41		5.29
Less: Dividends and Distributions
Dividends from net investment income	(.37	)	(.34	)	(.30	)	(.30	)	(.16	)	(.16	)
Distributions from net realized gain on investment transactions	(3.80	)	(1.38	)	(1.34	)	–0	–	–0	–	–0	–
Total dividends and distributions	(4.17	)	(1.72	)	(1.64	)	(.30	)	(.16	)	(.16	)
Net asset value, end of period	$18.15		$26.55		$26.93		$24.65		$23.87		$21.62
Total Return
Total investment return based on net asset value (d)	(17.01	)%*	4.86	%**	16.98	%	4.60	%	11.22	%	32.18	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,309,949		$1,758,210		$2,013,964		$2,073,693		$2,044,741		$1,671,671
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.85	%(e)	.84	%	.86	%(f)	.85	%	.85	%	.91	%
Expenses, before waivers and reimbursements	.85	%(e)	.84	%	.86	%(f)	.85	%	.90	%	.91	%
Net investment income	1.16	%(e)	1.18	%	1.17	%(f)	1.05	%	1.39	%(b)	.99	%
Portfolio turnover rate	87	%	74	%	60	%	72	%	50	%	57	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Amount less than $0.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 by 0.01%.

** Includes the impact of proceeds received and credited to the Portfolio by the Adviser resulting from the Dynegy class action settlement, which enhanced the performance of each share class for the year ended December 31, 2007 by 0.19% (see Note B).

17

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth and Income Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

18

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (January 1991 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-year period, 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period, 3rd quintile of the Performance Group and Performance Universe for the 5-year period and 2nd out of 4 of the Performance Group and 2nd quintile of the Performance Universe for the 10-year period, and that the Portfolio outperformed the Index in the 1- and 10-year periods but underperformed the Index in the 3- and 5-year and since inception periods. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser, as well as the improvement in relative performance in the most recent year, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was satisfactory. The directors informed the Adviser that they planned to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

19

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the less than 1 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was the same as the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Growth & Income Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	1,912.8	Growth & Income Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.004% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth & Income Portfolio	Class A    0.59%	December 31
	Class B    0.84%

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

21

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
Growth & Income Portfolio	$1,912.8	Relative Value Schedule 65 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.265	0.550

The Adviser also manages AllianceBernstein Growth & Income Fund, Inc. (“Growth & Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of AllianceBernstein Growth & Income Fund, Inc.⁵ and what would have been the effective advisory fee of the Portfolio had the fee schedule of Growth & Income Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.750	0.750

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

22

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Value Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
American Value Portfolio
Class A	1.50	%
Class I (Institutional)	0.70	%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the following fees for each of these sub-advisory relationships:

Portfolio	Sub-Advised Fund	Fee Schedule	Sub-advised Fund Effective Fee (%)	Portfolio Advisory Fee (%)
Growth & Income Portfolio	Client No. 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter	0.265	0.550
	Client No.26	0.30%	0.300	0.550

It is fair to note that the services the Adviser provides, pursuant to the sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
Growth & Income Portfolio10	0.550	0.567	8/20

6 The client is an affiliate of the Adviser.

7 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

8 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

9 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

10 The Portfolio’s EG includes the Portfolio, seven other variable insurance product (“VIP”) Large-Cap Value funds (“LCVE”) and twelve VIP Large-Cap Core funds (“LCCE”).

23

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹¹ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Growth & Income Portfolio14	0.613	0.613	11/20	0.802	19/105

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $4,811,927 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $1,621,722 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

11 It should be noted that the expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested that only the EG be expanded.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

14 The Portfolio’s EU includes the Portfolio, EG and all other VIP LCVE and LCCE funds, excluding outliers.

24

AllianceBernstein Variable Products Series Fund

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁵

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁷ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their comparable peers.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

15 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

16 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

17 The Deli study was originally published in 2002 based on 1997 data.

18 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

25

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended January 31, 2008.²¹

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–2.77	–5.08	–3.58	2/8	20/44
3 year	6.97	6.97	8.23	4/7	30/40
5 year	12.73	12.59	12.99	3/7	21/36
10 year	7.96	6.09	5.59	2/4	3/14

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²² versus its benchmark.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)		3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
							Volatility (%)	Sharpe (%)
Growth & Income Portfolio	–	2.77	6.97	12.73	7.96	10.87	15.68	0.33	10
Russell 1000 Value Index	–	5.38	8.48	14.25	7.40	12.81	13.93	0.32	10
Inception Date: January 14, 1991

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

19 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

20 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU. The criteria for including in or excluding a fund in/from a PU is somewhat different from that of an EU.

21 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

22 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

23 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2007.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

International Growth Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	927.84	$	4.55	0.95	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.14	$	4.77	0.95	%
Class B
Actual	$	1,000	$	926.96	$	5.75	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.90	$	6.02	1.20	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Rio Tinto PLC	$	7,365,671	3.5	%
Xstrata PLC		7,004,932	3.3
Sasol Ltd.		6,539,994	3.1
BHP Billiton PLC		4,981,088	2.3
Evraz Group SA (Sponsored) (GDR)		4,877,506	2.3
StatoilHyro ASA		4,790,536	2.3
Incitec Pivot Ltd.		4,734,333	2.2
Cia Vale Do Rio Doce (ADR and Sponsored ADR)		4,658,643	2.2
Gazprom OAO (Sponsored) (ADR)		4,574,170	2.1
Banco Santander Central Hispano SA		4,566,835	2.1
	$	54,093,708	25.4	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	44,403,017	21.2	%
Materials		39,556,636	18.9
Energy		29,043,860	13.8
Industrials		21,669,502	10.3
Telecommunication Services		14,273,726	6.8
Consumer Staples		13,054,635	6.2
Consumer Discretionary		12,997,860	6.2
Information Technology		11,558,411	5.5
Health Care		11,413,126	5.4
Utilities		5,596,341	2.7
Short-Term Investments		6,190,000	3.0
Total Investments	$	209,757,114	100.0	%

* Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	48,733,254	23.2	%
Switzerland		21,642,309	10.3
Japan		18,501,670	8.8
Australia		13,467,960	6.4
Russia		12,754,912	6.1
France		11,806,069	5.6
Brazil		10,224,794	4.9
South Africa		8,740,445	4.2
Germany		8,094,274	3.9
Spain		7,039,959	3.4
China		6,383,641	3.0
Canada		5,480,476	2.6
Other*		30,697,351	14.6
Short-Term Investments		6,190,000	3.0
Total Investments	$	209,757,114	100.0	%

* “Other” country weightings represents 2.3% or less in the following countries: Argentina, Cayman Islands, Czech Republic, Finland, Greece, Hong Kong, India, Israel, Italy, Luxembourg, Mexico, Norway, Poland, Sweden, Taiwan, Thailand and Turkey.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–94.9%
FINANCIALS–20.0%
CAPITAL MARKETS–8.0%
Credit Suisse Group AG	39,722	$	1,808,026
Gottex Fund Management Holdings Ltd.	38,391		1,109,999
ICAP PLC	167,709		1,796,370
Julius Baer Holding AG	67,971		4,558,338
Macquarie Group Ltd.	28,770		1,339,404
Man Group PLC	314,075		3,879,868
Partners Group Holding AG	18,418		2,534,075
			17,026,080
COMMERCIAL BANKS–9.8%
Banco Santander Central Hispano SA	250,318		4,566,836
Industrial & Commercial Bank of China Ltd.–Class H	5,613,000		3,837,757
Itausa-Investimentos Itau SA	531,005		3,371,986
National Bank of Greece SA	56,173		2,528,174
Powszechna Kasa Oszczednosci Bank Polski SA	85,403		1,835,245
Siam Commercial Bank PCL	804,000		1,863,616
Standard Chartered PLC	98,687		2,794,759
			20,798,373
DIVERSIFIED FINANCIAL SERVICES–1.0%
Deutsche Boerse AG	8,346		943,568
IG Group Holdings PLC	174,939		1,145,590
			2,089,158
INSURANCE–1.2%
Prudential PLC	236,964		2,499,433
			42,413,044
MATERIALS–18.6%
CHEMICALS–3.0%
Bayer AG	19,107		1,604,025
Incitec Pivot Ltd.	26,737		4,734,333
			6,338,358
METALS & MINING–15.6%
BHP Billiton PLC	129,885		4,981,088
Cia Vale do Rio Doce (ADR)	14,804		530,279
Cia Vale do Rio Doce (Sponsored) (ADR)	138,350		4,128,364
Equinox Minerals Ltd.(a)	381,448		1,660,909
Evraz Group SA (Sponsored) (GDR)(b)	41,867		4,877,506
Fortescue Metals Group Ltd.(a)	234,972		2,669,529
Rio Tinto PLC	61,163		7,365,671
Xstrata PLC	87,935		7,004,932
			33,218,278
			39,556,636

Company	Shares	U.S. $ Value
ENERGY–13.7%
ENERGY EQUIPMENT & SERVICES–3.1%
Tenaris SA (Sponsored) (ADR)	45,300	$	3,374,850
WorleyParsons Ltd.	88,716		3,214,500
			6,589,350
MISCELLANEOUS–0.2%
SMA Solar Technology AG(a)	4,554		392,920
OIL, GAS & CONSUMABLE FUELS–10.4%
Addax Petroleum Corp.	48,002		2,317,955
Gazprom OAO (Sponsored) (ADR)(b)	78,865		4,574,170
Sasol Ltd.	111,102		6,539,994
StatoilHydro ASA	128,399		4,790,536
Total SA	45,101		3,838,935
			22,061,590
			29,043,860
INDUSTRIALS–10.2%
AEROSPACE & DEFENSE–1.4%
BAE Systems PLC	347,924		3,053,834
AIRLINES–0.2%
EasyJet PLC(a)	92,957		497,103
COMMERCIAL SERVICES & SUPPLIES–0.7%
Capita Group PLC	106,313		1,450,249
CONSTRUCTION & ENGINEERING–0.5%
China Communications Construction Co. Ltd.–Class H	576,000		987,474
ELECTRICAL EQUIPMENT–0.8%
ABB Ltd.	63,058		1,784,910
INDUSTRIAL CONGLOMERATES–2.0%
Barloworld Ltd.	62,527		637,068
Siemens AG	19,207		2,117,217
Smiths Group PLC	64,768		1,395,533
			4,149,818
MACHINERY–1.2%
Atlas Copco AB–Class A	86,123		1,259,580
Komatsu Ltd.	47,200		1,318,114
			2,577,694
ROAD & RAIL–0.7%
Central Japan Railway Co.	129		1,421,898
TRADING COMPANIES & DISTRIBUTORS–2.7%
Mitsubishi Corp.	90,000		2,965,565
Mitsui & Co. Ltd.	126,000		2,780,957
			5,746,522
			21,669,502

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
TELECOMMUNICATION SERVICES–6.7%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.8%
Global Village Telecom Holding SA(a)	36,000	$	874,680
Iliad SA	12,514		1,212,288
Telefonica SA	93,453		2,473,124
Vimpel-Communications (Sponsored) (ADR)	44,885		1,332,187
			5,892,279
WIRELESS TELECOMMUNICATION SERVICES–3.9%
America Movil SAB de CV Series L (ADR)	26,300		1,387,325
China Unicom Ltd	482,000		894,585
MTN Group Ltd.	98,767		1,563,385
NTT Docomo, Inc.	585		858,043
Vodafone Group PLC	1,248,378		3,678,109
			8,381,447
			14,273,726
CONSUMER STAPLES–6.2%
BEVERAGES–0.9%
Fomento Economico Mexicano SAB de CV (Sponsored) (ADR)	24,568		1,118,090
Pernod-Ricard SA	8,474		864,731
			1,982,821
FOOD & STAPLES RETAILING–1.7%
Tesco PLC	490,977		3,591,153
FOOD PRODUCTS–1.8%
Nestle SA	84,710		3,817,428
PERSONAL PRODUCTS–0.2%
L’Oreal SA	3,572		387,442
TOBACCO–1.6%
British American Tobacco PLC	57,795		1,993,570
ITC Ltd.	150,239		655,287
Japan Tobacco, Inc.	147		626,934
			3,275,791
			13,054,635
CONSUMER DISCRETIONARY–6.1%
AUTO COMPONENTS–0.6%
Denso Corp.	38,100		1,312,217
AUTOMOBILES–1.9%
Fiat SpA	95,357		1,552,123
Honda Motor Co. Ltd.	49,800		1,699,508
Porsche Automobil Holding SE	5,850		899,122
			4,150,753

Company	Shares	U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–1.1%
Ctrip.com International Ltd. (ADR)	11,600	$	531,048
Ladbrokes PLC	114,723		582,909
OPAP, SA	33,905		1,186,301
			2,300,258
HOUSEHOLD DURABLES–0.3%
Sony Corp.	14,000		613,672
MEDIA–1.6%
Eutelsat Communications	73,158		2,029,411
SES SA	7,873		198,880
SES SA (FDR)(a)	43,720		1,092,300
			3,320,591
MULTILINE RETAIL–0.2%
Harvey Norman Holdings Ltd	167,182		494,764
SPECIALTY RETAIL–0.4%
Esprit Holdings Ltd.	77,369		805,605
			12,997,860
INFORMATION TECHNOLOGY–5.4%
COMMUNICATIONS EQUIPMENT–1.4%
Nokia OYJ	60,569		1,480,485
Research In Motion Ltd.(a)	12,793		1,501,613
			2,982,098
IT SERVICES–0.6%
Cap Gemini SA	21,365		1,252,577
OFFICE ELECTRONICS–0.4%
Konica Minolta Holdings, Inc.	60,000		1,016,311
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.1%
Advanced Semiconductor Engineering, Inc.	960,000		860,563
Elpida Memory, Inc.(a)	19,500		625,383
Tokyo Electron Ltd.	14,300		824,653
			2,310,599
SOFTWARE–1.9%
Nintendo Co. Ltd.	4,300		2,438,416
Shanda Interactive Entertainment Ltd. (Sponsored) (ADR)(a)	57,400		1,558,410
			3,996,826
			11,558,411
HEALTH CARE–5.4%
BIOTECHNOLOGY–0.6%
Basilea Pharmaceutica(a)	1,710		277,713
CSL Ltd./Australia	29,664		1,015,429
			1,293,142

5

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–1.1%
Alcon, Inc.	3,800	$	618,602
Essilor International SA	27,919		1,703,042
			2,321,644
HEALTH CARE PROVIDERS & SERVICES–0.8%
Fresenius Medical Care AG	20,486		1,126,142
Orpea(a)	10,491		517,642
			1,643,784
PHARMACEUTICALS–2.9%
Novartis AG	42,519		2,339,914
Roche Holding AG	15,538		2,793,302
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	22,300		1,021,340
			6,154,556
			11,413,126
UTILITIES–2.6%
ELECTRIC UTILITIES–2.1%
CEZ	25,463		2,261,414
Cia Energetica de Minas Gerais (Sponsored) (ADR)	52,976		1,300,561
E.ON AG	5,020		1,011,281
			4,573,256
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.5%
International Power PLC	119,426		1,023,085
			5,596,341
Total Common Stocks (cost $177,176,049)			201,577,141

Company	Shares		U.S. $ Value
WARRANTS–1.0%
FINANCIALS–1.0%
COMMERCIAL BANKS–1.0%
Sberbank, expiring 2/23/10(a) (cost $2,711,359)		625	$	1,971,050
RIGHTS–0.0%
FINANCIALS–0.0%
COMMERCIAL BANKS–0.0%
Itausa-Investimentos Itau SA(a) (cost $14,595)		2,980		18,923
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.9%
TIME DEPOSIT–2.9%
Bank of New York 1.00%, 7/01/08 (cost $6,190,000)	$	6,190		6,190,000
TOTAL INVESTMENTS–98.8% (cost $186,092,003)				209,757,114
Other assets less liabilities–1.2%				2,629,632
NET ASSETS–100.0%			$	212,386,746

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate market value of these securities amounted to $9,451,676 or 4.5% of net assets.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

GDR—Global Depositary Receipt

See notes to financial statements.

6

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities		Other Financial Instruments*
Level 1	$	31,917,547	$	–0	–
Level 2		174,004,901		–0	–
Level 3		3,834,666		–0	–
Total	$	209,757,114	$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	857,664		$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		(363,196	)		–0	–*
Change in unrealized appreciation/depreciation		(1,096,943	)		–0	–
Net purchases (sales)		1,829,667			–0	–
Net transfers in and/or out of Level 3		2,607,474			–0	–
Balance as of 6/30/08	$	3,834,666		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(1,319,510	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $186,092,003)	$	209,757,114
Cash		517,770
Foreign cash, at value (cost $1,269,878)		1,279,135
Dividends and interest receivable		785,533
Receivable for investment securities sold and foreign currency contracts		694,792
Receivable for capital stock sold		212,185
Total assets		213,246,529
LIABILITIES
Payable for investment securities purchased		336,994
Payable for capital stock redeemed		177,375
Advisory fee payable		133,153
Printing fee payable		95,623
Custody fee payable		68,276
Administrative fee payable		21,166
Distribution fee payable		13,857
Transfer Agent fee payable		85
Accrued expenses		13,254
Total liabilities		859,783
NET ASSETS	$	212,386,746
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,373
Additional paid-in capital		190,945,597
Undistributed net investment income		2,559,861
Accumulated net realized loss on investment and foreign currency transactions		(4,839,587	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		23,711,502
	$	212,386,746

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	144,699,865	6,370,712	$	22.71
B	$	67,686,881	3,002,471	$	22.54

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $279,967)	$	3,567,598
Interest		57,012
Total investment income		3,624,610
EXPENSES
Advisory fee (see Note B)		786,292
Distribution fee—Class B		75,111
Transfer agency—Class A		1,199
Transfer agency—Class B		480
Custodian		95,085
Administrative		46,100
Printing		28,093
Audit		26,071
Legal		4,581
Directors’ fees		931
Miscellaneous		6,082
Total expenses		1,070,025
Net investment income		2,554,585
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(4,362,681	)
Foreign currency transactions		(94,773	)
Net change in unrealized appreciation/depreciation of:
Investments		(14,945,142	)(a)
Foreign currency denominated assets and liabilities		101,531
Net loss on investment and foreign currency transactions		(19,301,065	)
Contribution from Adviser (see Note B)		13,762
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(16,732,718	)

(a) Net of accrued foreign capital gain taxes of $3,055.

See notes to financial statements.

9

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,554,585		$	805,704
Net realized gain (loss) on investment and foreign currency transactions		(4,457,454	)		33,503,642
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(14,843,611	)		(16,023,325	)
Contribution from Adviser		13,762			–0	–
Net increase (decrease) in net assets from operations		(16,732,718	)		18,286,021
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,623,430	)
Class B		–0	–		(541,864	)
Net realized gain on investment and foreign currency transactions
Class A		(2,519,650	)		(30,458,866	)
Class B		(1,046,092	)		(13,413,214	)
CAPITAL STOCK TRANSACTIONS
Net increase		9,410,482			134,049,650
Total increase (decrease)		(10,887,978	)		106,298,297
NET ASSETS
Beginning of period		223,274,724			116,976,427
End of period (including undistributed net investment income of $2,559,861 and $5,276, respectively)	$	212,386,746		$	223,274,724

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

11

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Pur- chases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the six months ended June 30, 2008 the Adviser made a payment of $13,762 to the Portfolio in connection with a trading error.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

12

AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $203,210, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12B-1 under the Investment Company Act of 1940. Under the Plan the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	87,989,447		$	77,122,911
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	35,607,256
Gross unrealized depreciation		(11,942,145	)
Net unrealized appreciation	$	23,665,111

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

13

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

14

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold .	515,870		1,016,139		$	12,057,476		$	31,451,472
Shares issued in reinvestment of dividends and distributions	106,991		1,204,872			2,519,650			32,082,296
Shares issued in connection with the acquisition of International Research Growth Portfolio	-0-		2,759,700			-0-			70,857,563
Shares redeemed	(908,211	)	(1,013,182	)		(20,848,965	)		(30,677,501	)
Net increase (decrease)	(285,350	)	3,967,529		$	(6,271,839	)	$	103,713,830
Class B
Shares sold .	996,314		523,872		$	23,004,001		$	15,467,703
Shares issued in reinvestment of dividends and distributions	44,724		527,837			1,046,092			13,955,078
Shares issued in connection with the acquisition of International Research Growth Portfolio	-0-		497,531			-0-			12,694,504
Shares redeemed	(368,830	)	(388,549	)		(8,367,772	)		(11,781,465	)
Net increase	672,208		1,160,691		$	15,682,321		$	30,335,820

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Acquisition of AllianceBernstein International Research Growth by AllianceBernstein International Growth (the “Portfolio”)

On December 7, 2007, the Portfolio acquired all the net assets and assumed all of the liabilities of AllianceBernstein International Research Growth, a series of AllianceBernstein Variable Products Series Fund, Inc. (“IRG”) in a tax free event, pursuant to a Plan of Acquisition and Liquidation. The acquisition did not require approval by IRG shareholders. As a result of the acquisition, each IRG shareholder received the number of full and fractional shares of an equivalent class of shares of the Portfolio having an aggregate net asset value (“NAV”) that, on December 7, 2007, was equal to the aggregate NAV of the shareholder’s shares of IRG. On December 7, 2007, the acquisition was accomplished by a tax free exchange of 3,257,231

15

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

shares of the Portfolio for 4,004,846 shares of IRG. The aggregate net assets of the Portfolio and IRG immediately before the acquisition were $146,224,062 and $83,552,067 (including $23,068,175 of net unrealized appreciation of investment and foreign currency denominated assets and liabilities), respectively. Immediately after the acquisition, the combined net assets of the Portfolio amounted to $229,776,129.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	9,637,168	$	864,518
Long-term capital gains		36,400,206		608,374
Total taxable distributions		46,037,374		1,472,892
Total distributions paid	$	46,037,374	$	1,472,892

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,362,052
Undistributed long term capital gain		2,164,129
Unrealized appreciation/(depreciation)		38,217,817	(a)
Total accumulated earnings/(deficit)	$	41,743,998

(a) The difference between book-basis and tax-basis unrealized appreciation/ (depreciation) is attributable primarily to the tax deferral of losses on wash sales, and the tax treatment of derivative investments.

NOTE J: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

16

AllianceBernstein Variable Products Series Fund

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE K: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

17

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$24.89		$30.37		$24.27		$20.18		$16.28		$11.48
Income From Investment Operations
Net investment income (a)	.29		.20		.30		.25		.11	(b)	.04
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.07	)	5.16		6.18		3.94		3.83		4.91
Net increase (decrease) in net asset value from operations	(1.78	)	5.36		6.48		4.19		3.94		4.95
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.56	)	(.23	)	(.10	)	(.04	)	(.15	)
Distributions from net realized gain on investment and foreign currency transactions	(.40	)	(10.28	)	(.15	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.40	)	(10.84	)	(.38	)	(.10	)	(.04	)	(.15	)
Net asset value, end of period	$22.71		$24.89		$30.37		$24.27		$20.18		$16.28
Total Return
Total investment return based on net asset value (c)	(7.22	)%	18.13	%	27.04	%	20.84	%	24.27	%	43.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$144,700		$165,642		$81,655		$58,438		$41,198		$34,302
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.95	%(d)	1.21	%(e)	1.23	%(e)	1.41	%	1.65	%	2.17	%
Expenses, before waivers and reimbursements	.95	%(d)	1.21	%(e)	1.23	%(e)	1.41	%	1.81	%	2.17	%
Net investment income	2.49	%(d)	.66	%(e)	1.11	%(e)	1.16	%	.65	%(b)	.34	%
Portfolio turnover rate	38	%	126	%	74	%	43	%	60	%	44	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$24.73		$30.20		$24.16		$20.11		$16.24		$11.47
Income From Investment Operations
Net investment income (a)	.26		.13		.22		.21		.07	(b)	.02
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.05	)	5.11		6.16		3.91		3.82		4.88
Net increase (decrease) in net asset value from operations	(1.79	)	5.24		6.38		4.12		3.89		4.90
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.43	)	(.19	)	(.07	)	(.02	)	(.13	)
Distributions from net realized gain on investment and foreign currency transactions	(.40	)	(10.28	)	(.15	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.40	)	(10.71	)	(.34	)	(.07	)	(.02	)	(.13	)
Net asset value, end of period	$22.54		$24.73		$30.20		$24.16		$20.11		$16.24
Total Return
Total investment return based on net asset value (c)	(7.30	)%	17.78	%	26.70	%	20.55	%	23.97	%	43.07	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$67,687		$57,633		$35,321		$25,215		$14,501		$7,376
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(d)	1.45	%(e)	1.48	%(e)	1.66	%	1.90	%	2.41	%
Expenses, before waivers and reimbursements	1.20	%(d)	1.45	%(e)	1.48	%(e)	1.66	%	2.06	%	2.41	%
Net investment income	2.29	%(d)	.45	%(e)	.81	%(e)	.95	%	.41	%(b)	.13	%
Portfolio turnover rate	38	%	126	%	74	%	43	%	60	%	44	%

(a) Based on average shares outstanding.

(b) Net of expenses waived or reimbursed by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

19

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

20

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International (MSCI) All Country World (ex US) Index (Net) (the “MSCI All Country World Index”) and the MSCI World (ex US) Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008, except as noted below and (in the case of the MSCI World Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and Performance Universe for the 1- and 5-year periods, 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 3-year period and 1st quintile of the Performance Group and Performance Universe for the 10-year period, and that the Portfolio outperformed the MSCI All Country World Index in the 1-, 3- and 5-year periods (no information was available for the 10-year and since inception periods) and outperformed the MSCI World Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

21

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The Lipper information included the pro forma expense ratio for Class A Shares provided by the Adviser to reflect the Portfolio’s acquisition of the Fund’s AllianceBernstein International Research Growth Portfolio effective December 7, 2007. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points, plus the 4 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s pro forma total expense ratio was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

22

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	207.9	International Growth Portfolio4

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.04% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    1.21% Class B    1.45%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

4 The Fund merged with the International Research Growth Portfolio on December 7, 2007.

23

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
International Growth Portfolio	$	207.9	International Large Cap Growth Schedule6 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on the balance Minimum account size $25m	0.496	0.750

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 Fees shown for the International Large Cap Growth Strategy, which is similar but more concentrated that the Portfolio’s strategy.

24

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Growth Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Growth Fund, Inc.⁷ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein International Growth Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
International Growth Portfolio	International Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
International Growth Portfolio	0.750	0.948	2/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

It should be noted that pro-forma information (shown in bold and italicized) is also provided to account for the projected expenses after the Portfolio’s December 2007 merger with AllianceBernstein Variable Series Products Series Fund, Inc.—International Research Growth Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
International Growth Portfolio	1.227	1.125	11/14	1.087	19/22
pro-forma	1.044	1.125	4/14	1.087	10/22

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

7 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

25

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $101,122 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payment in the amount of $528,334 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹³

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

13 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

26

AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁴ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁵ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their comparable peers.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended January 31, 2008.¹⁹

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	5.51	2.71	2.88	5/14	12/31
3 year	18.57	16.03	15.50	4/13	5/26
5 year	24.69	19.32	19.68	3/13	5/24
10 year	12.08	7.67	7.67	1/11	2/15

14 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

15 The Deli study was originally published in 2002 based on 1997 data.

16 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

19 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

27

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmark.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
International Growth Portfolio	5.51	18.57	24.69	12.08	12.17	13.30	1.48	5
MSCI All Country World ex US Index (Net)	4.97	16.56	22.39	N/A	N/A	N/A	N/A	5
MSCI World ex US Index (Net)	1.68	14.51	20.77	7.52	7.40	12.10	1.46	5
Inception Date: September 23, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

28

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

International Value Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	862.19	$	3.70	0.80	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.89	$	4.02	0.80	%
Class B
Actual	$	1,000	$	861.29	$	4.81	1.04	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.69	$	5.22	1.04	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Royal Dutch Shell PLC—Class A	$	130,923,069	4.6	%
BASF SE		101,396,953	3.6
Total SA		93,936,917	3.3
JFE Holdings, Inc.		89,411,639	3.2
Nissan Motor Co., Ltd.		74,486,032	2.7
StatoilHydro ASA		68,664,884	2.4
Allianz SE		67,369,634	2.4
ING Groep N.V.		65,476,243	2.3
Eni SpA		65,143,248	2.3
Royal Bank of Scotland Group PLC		64,301,936	2.3
	$	821,110,555	29.1	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	789,124,798	28.1	%
Energy		490,055,252	17.4
Materials		453,236,419	16.1
Consumer Discretionary		251,982,729	9.0
Information Technology		212,437,025	7.6
Telecommunications Services		178,416,044	6.3
Industrials		143,303,241	5.1
Utilities		97,436,071	3.5
Health Care		87,633,467	3.1
Consumer Staples		67,273,070	2.4
Short-Term Investments		38,527,000	1.4
Total Investments	$	2,809,425,116	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market.

These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	537,326,430	19.1	%
France		408,849,050	14.6
United Kingdom		408,040,820	14.5
Germany		355,894,951	12.7
Netherlands		268,011,499	9.5
South Korea		108,113,203	3.8
Italy		106,068,227	3.8
China		77,418,958	2.8
Taiwan		76,568,051	2.7
Norway		68,664,884	2.4
Belgium		67,101,012	2.4
Luxembourg		53,942,099	1.9
Other*		234,898,932	8.4
Short-Term Investments		38,527,000	1.4
Total Investments	$	2,809,425,116	100.0	%

* “Other” country weightings represents 1.7% or less in the following countries: Australia, Brazil, Canada, Finland, Russia, Sweden and Switzerland.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.5%
FINANCIALS–27.9%
CAPITAL MARKETS–3.8%
Credit Suisse Group AG	972,800	$	44,278,939
Deutsche Bank AG	738,800		63,288,587
			107,567,526
COMMERCIAL BANKS–13.6%
Barclays PLC	7,983,900		45,296,391
BNP Paribas SA	570,620		51,365,592
Credit Agricole SA	2,678,057		54,365,788
Hana Financial Group, Inc.	374,500		14,410,648
HBOS PLC	10,246,190		56,095,895
Kookmin Bank	247,600		14,552,053
Royal Bank of Scotland Group PLC (London Virt-X)	15,104,528		64,301,936
Societe Generale	586,988		50,891,396
Sumitomo Mitsui Financial Group, Inc.	4,552		34,231,988
			385,511,687
CONSUMER FINANCE–1.5%
ORIX Corp.	285,120		40,836,866
DIVERSIFIED FINANCIAL SERVICES–3.8%
Fortis (Euronext Brussels)	2,623,332		41,670,246
ING Groep NV	2,070,871		65,476,243
			107,146,489
INSURANCE–5.2%
Allianz SE	383,300		67,369,634
Aviva PLC	2,515,285		24,936,768
Fondiaria-Sai SpA (ordinary shares)	339,737		11,196,290
Fondiaria-Sai SpA (saving shares)	51,100		1,137,048
Muenchener Rueckversicherungs AG	240,700		42,221,184
			146,860,924
			787,923,492
ENERGY–17.3%
OIL, GAS & CONSUMABLE FUELS–17.3%
BP PLC	641,400		7,434,197
China Petroleum & Chemical Corp.–Class H	50,538,000		47,238,844
ENI SpA	1,753,500		65,143,248
LUKOIL (Sponsored) (ADR)	355,050		34,865,910
Petro-Canada	747,200		41,848,183
Royal Dutch Shell PLC (London Virt-X)–Class A	3,201,600		130,923,069
StatoilHydro ASA	1,840,400		68,664,884
Total SA	1,103,600		93,936,917
			490,055,252
MATERIALS–16.0%
CHEMICALS–7.5%
BASF SE	1,477,600		101,396,953
Koninklijke Dsm NV	543,300		31,843,867

Company	Shares	U.S. $ Value
Mitsubishi Chemical Holdings Corp.	5,846,500	$	34,044,213
Mitsui Chemicals, Inc.	2,457,000		12,133,178
Nova Chemicals Corp.	259,400		6,385,153
Solvay SA–Class A	195,200		25,430,766
			211,234,130
METALS & MINING–7.1%
Antofagasta PLC	864,300		11,238,253
Cia Vale do Rio Doce (Sponsored) (ADR)	1,028,300		30,684,472
JFE Holdings, Inc.	1,773,400		89,411,639
Kazakhmys PLC	785,100		24,754,069
MMC Norilsk Nickel (Sponsored) (ADR)	373,250		9,405,900
Xstrata PLC	448,760		35,748,371
			201,242,704
PAPER & FOREST PRODUCTS–1.4%
Stora Enso Oyj–Class R	1,675,300		15,608,247
Svenska Cellulosa AB–Class B	1,787,500		25,151,338
			40,759,585
			453,236,419
CONSUMER DISCRETIONARY–8.9%
AUTO COMPONENTS–1.9%
Compagnie Generale des Etablissements Michelin–Class B	395,100		28,252,096
Hyundai Mobis	313,312		25,361,506
			53,613,602
AUTOMOBILES–4.8%
Nissan Motor Co. Ltd.	8,968,300		74,486,032
Renault SA	656,000		53,389,695
Toyota Motor Corp.	141,500		6,679,367
			134,555,094
HOTELS, RESTAURANTS & LEISURE–0.4%
TUI Travel PLC	2,775,200		11,277,615
HOUSEHOLD DURABLES–1.0%
Sharp Corp.	1,807,000		29,456,403
MEDIA–0.8%
Lagardere SCA	408,000		23,080,015
			251,982,729
INFORMATION TECHNOLOGY–7.0%
COMPUTERS & PERIPHERALS–4.2%
Asustek Computer, Inc.	9,620,000		26,129,750
Compal Electronics, Inc. (GDR)(a)	2,174,835		11,750,851
Fujitsu Ltd.	6,977,000		51,809,936
Toshiba Corp.	4,103,000		30,270,043
			119,960,580

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.8%
Hynix Semiconductor, Inc.(b)	1,012,200	$	24,151,517
Samsung Electronics Co., Ltd.	25,510		15,240,654
United Microelectronics Corp.	73,195,350		38,687,450
			78,079,621
			198,040,201
TELECOMMUNICATION SERVICES–6.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.5%
China Netcom Group Corp. Ltd.	11,096,500		30,180,115
Deutsche Telekom AG–Class W	823,000		13,515,126
Nippon Telegraph & Telephone Corp.	7,301		36,025,147
Tele2 AB–Class B	936,900		18,219,568
Telecom Italia SpA	14,295,100		28,591,640
			126,531,596
WIRELESS TELECOMMUNICATION SERVICES–1.8%
Vodafone Group PLC	17,609,975		51,884,448
			178,416,044
INDUSTRIALS–5.1%
AIRLINES–1.4%
Air France-KLM	515,700		12,300,905
Deutsche Lufthansa AG	898,200		19,352,486
Qantas Airways Ltd.	2,900,100		8,451,223
			40,104,614
MARINE–1.8%
Mitsui OSK Lines Ltd.	2,103,000		29,992,913
Nippon Yusen KK	2,000,000		19,263,615
			49,256,528
STEEL–1.9%
ArcelorMittal	546,424		53,942,099
			143,303,241
UTILITIES–3.5%
ELECTRIC UTILITIES–3.5%
E.ON AG	242,000		48,750,981
The Tokyo Electric Power Co. Inc	1,890,800		48,685,090
			97,436,071

Company	Shares		U.S. $ Value
HEALTH CARE–3.1%
PHARMACEUTICALS–3.1%
GlaxoSmithKline PLC		2,097,500	$	46,366,820
Sanofi-Aventis SA		621,027		41,266,647
				87,633,467
CONSUMER STAPLES–2.4%
FOOD & STAPLES RETAILING–1.4%
Koninklijke Ahold NV		2,966,540		39,768,320
FOOD PRODUCTS–1.0%
Associated British Foods PLC		1,826,000		27,504,750
				67,273,070
Total Common Stocks (cost $2,965,676,305)				2,755,299,986
NON-CONVERTIBLE— PREFERRED STOCKS–0.5%
INFORMATION TECHNOLOGY–0.5%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.5%
Samsung Electronics Co., Ltd. (cost $15,192,945)		33,400		14,396,824
RIGHTS–0.0%
FINANCIALS–0.0%
COMMERCIAL BANKS–0.0%
Barclays PLC(b)		1,710,835		323,732
HBOS PLC(b)		4,098,476		877,574
Total Rights (cost $0)				1,201,306
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
Bank of New York 1.00%, 7/01/08 (cost $38,527,000)	$	38,527		38,527,000
TOTAL INVESTMENTS–99.4% (cost $3,019,396,250)				2,809,425,116
Other assets less liabilities–0.6%				15,826,488
NET ASSETS–100.0%			$	2,825,251,604

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

FINANCIAL FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2008		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index	193	September 2008	$	10,863,706	$	10,270,806	$	(592,900	)
S&P/TSE 60 IX FUT	60	September 2008		10,337,055		10,193,586		(143,469	)
							$	(736,369	)

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the market value of this security amounted to $11,750,851 or 0.4% of net assets.

(b) Non-income producing security.

Glossary:

ADR —American Depositary Receipt

GDR —Global Depositary Receipt

See notes to financial statements.

6

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities		Other Financial Instruments*
Level 1	$	78,917,807	$	(736,369	)
Level 2		2,729,306,003		–0	–
Level 3		1,201,306		–0	–
Total	$	2,809,425,116	$	(736,369	)

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain		–0	–		–0	– *
Change in unrealized appreciation/depreciation		1,201,306			–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	1,201,306		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	1,201,306		$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

7

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $3,019,396,250)	$	2,809,425,116
Cash		203,604
Foreign cash, at value (cost $8,855,776)		10,721,809	(a)
Dividends and interest receivable		5,551,280
Receivable for capital stock sold		5,292,678
Receivable for variation margin on futures contracts		58,664
Total assets		2,831,253,151
LIABILITIES
Payable for capital stock redeemed		2,250,534
Advisory fee payable		1,762,743
Payable for investment securities purchased and foreign currency contracts		1,195,598
Distribution fee payable		549,867
Administrative fee payable		25,306
Transfer Agent fee payable		85
Accrued expenses		217,414
Total liabilities		6,001,547
NET ASSETS	$	2,825,251,604
COMPOSITION OF NET ASSETS
Capital stock, at par	$	140,116
Additional paid-in capital		2,891,641,288
Undistributed net investment income		56,614,915
Accumulated net realized gain on investment and foreign currency transactions		86,931,230
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(210,075,945	)
	$	2,825,251,604

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	250,033,827	12,286,104	$	20.35
B	$	2,575,217,777	127,829,699	$	20.15

(a) An amount equivalent to U.S. $1,394,997 has been segregated to collateralize margin requirements for the open futures contracts outstanding as of June 30, 2008.

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $9,223,369)	$	72,787,749
Interest		499,400
Total investment income		73,287,149
EXPENSES
Advisory fee (see Note B)		10,615,542
Distribution fee—Class B		3,326,575
Transfer agency—Class A		163
Transfer agency—Class B		1,948
Custodian		348,821
Printing		326,247
Administrative		46,100
Legal		26,420
Audit		24,000
Directors’ fees		887
Miscellaneous		49,165
Total expenses		14,765,868
Net investment income		58,521,281
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		92,628,106
Futures		(5,035,402	)
Foreign currency transactions		(56,937	)
Net change in unrealized appreciation/depreciation of:
Investments		(577,235,344	)
Futures		(1,052,194	)
Foreign currency denominated assets and liabilities		835,418
Net loss on investment and foreign currency transactions		(489,916,353	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(431,395,072	)

See notes to financial statements.

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INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	58,521,281		$	37,474,866
Net realized gain on investment and foreign currency transactions		87,535,767			159,223,959
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(577,452,120	)		(89,091,817	)
Net increase (decrease) in net assets from operations		(431,395,072	)		107,607,008
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,216,163	)		(2,121,228	)
Class B		(20,468,604	)		(24,321,058	)
Net realized gain on investment and foreign currency transactions
Class A		(12,223,065	)		(7,015,301	)
Class B		(146,438,238	)		(91,158,928	)
CAPITAL STOCK TRANSACTIONS
Net increase		399,994,375			1,036,460,716
Total increase (decrease)		(212,746,767	)		1,019,451,209
NET ASSETS
Beginning of period		3,037,998,371			2,018,547,162
End of period (including undistributed net investment income of $56,614,915 and $20,778,401, respectively)	$	2,825,251,604		$	3,037,998,371

See notes to financial statements.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio commenced operations on May 10, 2001. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008, there were no expenses waived by the Adviser.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $1,191,335, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

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AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	784,887,130		$	458,482,090
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	288,886,641
Gross unrealized depreciation		(498,857,775	)
Net unrealized depreciation	$	(209,971,134	)

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

4. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

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AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	4,066,612		5,055,084		$	88,992,739		$	129,630,173
Shares issued in reinvestment of dividends and distributions	635,809		352,353			14,439,228			9,136,529
Shares redeemed	(1,155,742	)	(1,869,224	)		(25,909,404	)		(47,870,603	)
Net increase	3,546,679		3,538,213		$	77,522,563		$	90,896,099
Class B
Shares sold	12,368,198		35,264,989		$	274,901,333		$	901,580,223
Shares issued in reinvestment of dividends and distributions	7,421,380		4,493,385			166,906,842			115,479,986
Shares redeemed	(5,251,384	)	(2,802,922	)		(119,336,363	)		(71,495,592	)
Net increase	14,538,194		36,955,452		$	322,471,812		$	945,564,617

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	66,798,491	$	22,004,118
Net long-term capital gains		57,818,024		19,021,129
Total distributions paid	$	124,616,515	$	41,025,247

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	52,259,355
Undistributed long-term capital gains		128,214,203
Unrealized appreciation/(depreciation)		365,737,784	(a)
Total accumulated earnings/(deficit)	$	546,211,342

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales, and the tax treatment of passive foreign investment companies.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the

16

AllianceBernstein Variable Products Series Fund

Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$25.14		$24.96		$19.07		$16.70		$13.45		$9.35
Income From Investment Operations
Net investment income (a)	.48		.43		.38		.26	(b)	.20	(b)	.13	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(3.79	)	1.07		6.21		2.49		3.16		4.01
Net increase (decrease) in net asset value from operations	(3.31	)	1.50		6.59		2.75		3.36		4.14
Less: Dividends and Distributions
Dividends from net investment income	(.23	)	(.31	)	(.30	)	(.10	)	(.08	)	(.04	)
Distributions from net realized gain on investment and foreign currency transactions	(1.25	)	(1.01	)	(.40	)	(.28	)	(.03	)	–0	–
Total dividends and distributions	(1.48	)	(1.32	)	(.70	)	(.38	)	(.11	)	(.04	)
Net asset value, end of period	$20.35		$25.14		$24.96		$19.07		$16.70		$13.45
Total Return
Total investment return based on net asset value (c)	(13.78	)%	5.84	%	35.36	%	16.92	%	25.12	%	44.36	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$250,034		$219,691		$129,837		$56,692		$47,095		$31,628
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.80	%(d)	.81	%	.85	%(e)	.86	%	.95	%	1.20	%
Expenses, before waivers and reimbursements	.80	%(d)	.81	%	.85	%(e)	.87	%	1.13	%	1.49	%
Net investment income	4.37	%(d)	1.68	%	1.75	%(e)	1.54	%(b)	1.42	%(b)	1.16	%(b)
Portfolio turnover rate	16	%	23	%	25	%	18	%	23	%	14	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$24.88		$24.74		$18.93		$16.61		$13.39		$9.33
Income From Investment Operations
Net investment income (a)	.45		.36		.33		.19	(b)	.15	(b)	.08	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(3.75	)	1.06		6.16		2.50		3.16		4.01
Net increase (decrease) in net asset value from operations	(3.30	)	1.42		6.49		2.69		3.31		4.09
Less: Dividends and Distributions
Dividends from net investment income	(.18	)	(.27	)	(.28	)	(.09	)	(.06	)	(.03	)
Distributions from net realized gain on investment and foreign currency transactions	(1.25	)	(1.01	)	(.40	)	(.28	)	(.03	)	–0	–
Total dividends and distributions	(1.43	)	(1.28	)	(.68	)	(.37	)	(.09	)	(.03	)
Net asset value, end of period	$20.15		$24.88		$24.74		$18.93		$16.61		$13.39
Total Return
Total investment return based on net asset value (c)	(13.87	)%	5.58	%	35.05	%	16.58	%	24.86	%	43.95	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$2,575,218		$2,818,307		$1,888,710		$840,572		$284,443		$112,336
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.04	%(d)	1.06	%	1.10	%(e)	1.11	%	1.20	%	1.45	%
Expenses, before waivers and reimbursements	1.04	%(d)	1.06	%	1.10	%(e)	1.12	%	1.38	%	1.74	%
Net investment income	4.03	%(d)	1.41	%	1.53	%(e)	1.08	%(b)	1.07	%(b)	.38	%(b)
Portfolio turnover rate	16	%	23	%	25	%	18	%	23	%	14	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

19

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Value Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

20

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (May 2001 inception). The directors noted that the Portfolio was 3rd out of 3 of the Performance Group and in the 4th quintile of the Performance Universe for the 1-year period, 1st out of 2 of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period and 1st out of 2 of the Performance Group and 1st quintile of the Performance Universe for the 5-year period, and that the Fund underperformed the Index in the 1-year period but outperformed the Index in the 3- and 5-year and since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

21

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 73.2 basis points was the same as the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 0.4 basis points. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints and that the Portfolio’s net assets were in excess of the first breakpoint level. Accordingly, the Portfolio’s current effective advisory fee rate reflected a reduction due to the effect of the breakpoints and would be further reduced to the extent the net assets of the Portfolio increase further. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements were acceptable and were resulting in a sharing of economies of scale.

22

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	2,803.7	International Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.004% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days written notice. It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

23

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
International Value Portfolio	Class A    1.20% Class B    1.45%	0.81% 1.06%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
International Value Portfolio	$2,803.7	International Strategic Value Schedule 90 bp on 1st $25m 70 bp on next $25m 60 bp on next $50m 50 bp on the balance Minimum account size $25m	0.507	0.739

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

24

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Value Fund, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Value Fund.⁵ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein International Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
International Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.739	0.739

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee6
International Value Portfolio	AllianceBernstein Kokusai Value Stock7	0.70%
	Bernstein Kokusai Strategic Value7	0.95% on first ¥1 billion 0.85% on next ¥1.5 billion 0.75% on next ¥2.5 billion 0.60% on next ¥5 billion 0.50% thereafter

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the following sub-advisory relationships:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
International Value Fund	Client # 1	0.65% on 1st $75 million 0.50% on next $25 million 0.40% on next $200 million 0.35% on next $450 million 0.30% thereafter	0.326	0.739
	Client # 28,9	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter	0.525	0.739
	Client # 3	0.70% on 1st $25 million 0.45% on next $25 million 0.35% on next $200 million 0.33% thereafter	0.336	0.739

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 17, 2008 by Reuters was ¥97.38 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.3 million.

7 This ITM Fund is privately placed or institutional.

8 Assets are aggregated with other Specialty Equity Portfolios for purposes of calculating the investment advisory fee.

9 The client is an affiliate of the Adviser.

25

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
	Client # 4	0.45% on 1st $200 million 0.36% on next $300 million 0.32% thereafter	0.334		0.739
	Client # 5	0.55% on 1st $150 million 0.50% on next $150 million 0.45% thereafter	0.458		0.739
	Client # 6	0.50%	0.500		0.739
	Client # 7	0.30%	0.300		0.739
	Client # 8	0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/- Performance Fee10	0.192	11	0.739
	Client # 9	0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% thereafter	0.264		0.739
	Client # 10	0.50% on 1st $100 million 0.46% on next $300 million 0.41% thereafter	0.419		0.739
	Client # 11	0.40% on 1st $500 million 0.35% on next $1.5 billion 0.30% thereafter	0.345		0.739
	Client # 12	0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% thereafter	0.350		0.739

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹² at the approximate current asset level of the Portfolio.¹³

10 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark over a 60 month rolling period. The performance adjustment factor can range from -60% to +60 of the base fee.

11 The calculation excludes the performance fee.

12 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

13 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

26

AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

Portfolio	Contractual Management Fee14	Lipper Group Median	Rank
International Value Portfolio15	0.732	0.732	7/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁶ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)17	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
International Value Portfolio18	0.855	0.893	5/12	0.975	10/53

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than it does on a management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

15 The Portfolio’s EG includes the Portfolio, two other variable insurance product (“VIP”) International Value funds (“IFVE”) and nine VIP International Core funds (“IFCE”).

16 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

17 Most recently completed fiscal year end Class A total expense ratio.

18 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE and IFCE funds, excluding outliers.

27

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $6,083,687 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payment in the amount of $2,702,577 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁹

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,²⁰ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ²¹ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their comparable peers.²² The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees

19 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

20 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

21 The Deli study was originally published in 2002 based on 1997 data.

22 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

28

AllianceBernstein Variable Products Series Fund

predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio²³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁴ for the periods ended January 31, 2008.²⁵

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–3.46	1.32	0.42	3/3	14/18
3 year	15.49	14.38	13.27	1/2	5/15
5 year	22.81	20.53	19.73	1/2	3/15

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmark.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁸

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
International Value Portfolio	–3.46	15.49	22.81	15.16	12.79	1.42	5
MSCI EAFE Index (Net)	0.22	13.82	20.28	8.40	11.39	1.39	5
Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

23 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

24 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU. The criteria for including in or excluding a fund in/from a PU is somewhat different from that of an EU.

25 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

27 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

28 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Large Cap Growth Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	883.37	$	3.89	0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.74	$	4.17	0.83	%
Class B
Actual	$	1,000	$	882.18	$	5.05	1.08	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.49	$	5.42	1.08	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	42,317,111	7.0	%
Google, Inc.—Class A		41,747,738	6.9
Hewlett-Packard Co.		31,236,576	5.1
Schlumberger Ltd.		25,686,513	4.2
Monsanto Co.		25,055,983	4.1
Gilead Sciences, Inc.		23,917,515	3.9
CME Group, Inc.—Class A		22,882,191	3.8
EOG Resources, Inc.		20,270,400	3.3
Cisco Systems, Inc.		18,949,922	3.1
Research In Motion Ltd.		18,497,087	3.0
	$	270,561,036	44.4	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	198,026,323	32.0	%
Health Care		119,749,922	19.4
Energy		71,294,289	11.5
Financials		60,195,602	9.7
Consumer Staples		54,726,192	8.8
Industrials		47,286,962	7.6
Materials		41,158,826	6.7
Consumer Discretionary		15,775,133	2.6
Telecommunication Services		8,661,550	1.4
Short-Term Investments		1,776,000	0.3
Total Investments	$	618,650,799	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–101.2%
INFORMATION TECHNOLOGY–32.5%
COMMUNICATIONS EQUIPMENT–7.7%
Cisco Systems, Inc.(a)	814,700	$	18,949,922
Nokia OYJ (Sponsored)–Class A (ADR)	105,800		2,592,100
Nortel Networks Corp.(a)	37,071		304,724
QUALCOMM, Inc.	149,000		6,611,130
Research In Motion Ltd.(a)	158,230		18,497,087
			46,954,963
COMPUTERS & PERIPHERALS–12.1%
Apple, Inc.(a)	252,730		42,317,111
Hewlett-Packard Co.	706,550		31,236,576
			73,553,687
INTERNET SOFTWARE & SERVICES–6.8%
Google, Inc.–Class A(a)	79,305		41,747,738
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.0%
Broadcom Corp.–Class A(a)	84,350		2,301,911
Intel Corp.	91,500		1,965,420
MEMC Electronic Materials, Inc.(a)	189,400		11,655,676
Nvidia Corp.(a)	438,400		8,206,848
			24,129,855
SOFTWARE–1.9%
Electronic Arts, Inc.(a)	42,200		1,874,946
Microsoft Corp.	57,300		1,576,323
Salesforce.com, Inc.(a)	64,800		4,421,304
VMware, Inc.–Class A(a)	69,950		3,767,507
			11,640,080
			198,026,323
HEALTH CARE–19.6%
BIOTECHNOLOGY–8.3%
Celgene Corp.(a)	255,000		16,286,850
Genentech, Inc.(a)	137,600		10,443,840
Gilead Sciences, Inc.(a)	451,700		23,917,515
			50,648,205
HEALTH CARE EQUIPMENT & SUPPLIES–4.4%
Alcon, Inc.	91,700		14,927,843
Baxter International, Inc.	111,200		7,110,128
Becton Dickinson & Co.	62,500		5,081,250
			27,119,221
HEALTH CARE PROVIDERS & SERVICES–2.4%
Medco Health Solutions, Inc.(a)	307,200		14,499,840
PHARMACEUTICALS–4.5%
Abbott Laboratories	234,800		12,437,356

Company	Shares	U.S. $ Value
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	328,500	$	15,045,300
			27,482,656
			119,749,922
ENERGY–11.7%
ENERGY EQUIPMENT & SERVICES–8.4%
Baker Hughes, Inc.	47,150		4,118,081
Cameron International Corp.(a)	108,200		5,988,870
National Oilwell Varco, Inc.(a)	78,400		6,955,648
Schlumberger Ltd.	239,100		25,686,513
Transocean, Inc.(a)	54,300		8,274,777
			51,023,889
OIL, GAS & CONSUMABLE FUELS–3.3%
EOG Resources, Inc.	154,500		20,270,400
			71,294,289
FINANCIALS–9.9%
CAPITAL MARKETS–4.8%
The Blackstone Group LP	139,100		2,533,011
Franklin Resources, Inc.	118,200		10,833,030
The Goldman Sachs Group, Inc.	61,210		10,705,629
Merrill Lynch & Co., Inc.	162,800		5,162,388
			29,234,058
DIVERSIFIED FINANCIAL SERVICES–4.4%
CME Group, Inc.–Class A	59,715		22,882,191
NYSE Euronext	78,800		3,992,008
			26,874,199
THRIFTS & MORTGAGE FINANCE–0.7%
Federal National Mortgage Association	209,500		4,087,345
			60,195,602
CONSUMER STAPLES–9.0%
BEVERAGES–2.3%
The Coca-Cola Co.	120,500		6,263,590
PepsiCo, Inc.	120,300		7,649,877
			13,913,467
FOOD & STAPLES RETAILING–2.7%
Costco Wholesale Corp.	146,600		10,282,524
Wal-Mart Stores, Inc.	108,500		6,097,700
			16,380,224
FOOD PRODUCTS–2.4%
WM Wrigley Jr Co.	184,700		14,365,966
HOUSEHOLD PRODUCTS–1.2%
Colgate-Palmolive Co.	110,300		7,621,730
TOBACCO–0.4%
Philip Morris International, Inc.	49,500		2,444,805
			54,726,192

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INDUSTRIALS–7.8%
AEROSPACE & DEFENSE–2.7%
Honeywell International, Inc.	327,550	$	16,469,214
CONSTRUCTION & ENGINEERING–1.6%
Fluor Corp.	37,550		6,987,304
Foster Wheeler Ltd.(a)	39,400		2,882,110
			9,869,414
ELECTRICAL EQUIPMENT–0.6%
Emerson Electric Co.	53,100		2,625,795
First Solar, Inc.(a)	2,500		682,050
			3,307,845
INDUSTRIAL CONGLOMERATES–1.0%
Textron, Inc.	129,300		6,197,349
MACHINERY–1.6%
Deere & Co.	131,850		9,510,340
ROAD & RAIL–0.3%
Union Pacific Corp.	25,600		1,932,800
			47,286,962
MATERIALS–6.7%
CHEMICALS–5.7%
Air Products & Chemicals, Inc.	102,550		10,138,093
Monsanto Co.	198,165		25,055,983
			35,194,076
METALS & MINING–1.0%
Rio Tinto PLC (Sponsored) (ADR)	12,050		5,964,750
			41,158,826
CONSUMER DISCRETIONARY–2.6%
HOTELS, RESTAURANTS & LEISURE–1.3%
McDonald’s Corp.	93,400		5,250,948
Starbucks Corp.(a)	179,200		2,820,608
			8,071,556
MULTILINE RETAIL–0.7%
Kohl’s Corp.(a)	105,900		4,240,236

Company	Shares	U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–0.6%
Nike, Inc.–Class B	58,100	$	3,463,341
			15,775,133
TELECOMMUNICATION SERVICES–1.4%
WIRELESS TELECOMMUNICATION SERVICES–1.4%
America Movil SAB de CV Series L (ADR)	164,200		8,661,550
Total Common Stocks (cost $548,090,641)			616,874,799
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.3%
TIME DEPOSIT–0.3%
Bank of New York 1.00%, 7/01/08 (cost $1,776,000)	$  1,776		1,776,000
TOTAL INVESTMENTS–101.5% (cost $549,866,641)			618,650,799
Other assets less liabilities–(1.5)%			(9,207,690	)
NET ASSETS–100.0%		$	609,443,109

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities			Other Financial Instruments*
Level 1	$	616,874,799		$	–0	–
Level 2		1,776,000			–0	–
Level 3		–0	–		–0	–
Total	$	618,650,799		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 06/30/2008	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 06/30/2008	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 06/30/2008 for other financial instruments was $0.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $549,866,641)	$	618,650,799
Cash		916
Receivable for investment securities sold		7,899,707
Dividends and interest receivable		408,208
Receivable for capital stock sold		23,964
Total assets		626,983,594
LIABILITIES
Payable for capital stock redeemed		9,762,165
Payable for investment securities purchased		7,109,134
Advisory fee payable		406,618
Distribution fee payable		68,057
Administrative fee payable		25,392
Transfer Agent fee payable		84
Accrued expenses		169,035
Total liabilities		17,540,485
NET ASSETS	$	609,443,109
COMPOSITION OF NET ASSETS
Capital stock, at par	$	22,806
Additional paid-in capital		1,006,168,137
Accumulated net investment loss		(186,836	)
Accumulated net realized loss on investment transactions		(465,345,156	)
Net unrealized appreciation of investments		68,784,158
	$	609,443,109

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	294,984,549	10,907,175	$	27.04
B	$	314,458,560	11,898,717	$	26.43

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $207,449)	$	3,015,023
Interest		16,684
Total investment income		3,031,707
EXPENSES
Advisory fee (see Note B)		2,541,387
Distribution fee—Class B		421,976
Transfer agency—Class A		2,160
Transfer agency—Class B		2,143
Custodian		91,649
Printing		71,763
Administrative		46,100
Audit		24,000
Legal		10,235
Directors’ fees		872
Miscellaneous		6,258
Total expenses		3,218,543
Net investment loss		(186,836	)
REALIZED AND UNREALIZED LOSS ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(1,898,580	)
Net change in unrealized appreciation/depreciation of investments		(87,945,562	)
Net loss on investment transactions		(89,844,142	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(90,030,978	)

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(186,836	)	$	(1,268,145	)
Net realized gain (loss) on investment transactions		(1,898,580	)		104,546,740
Net change in unrealized appreciation/depreciation of investments		(87,945,562	)		5,859,413
Net increase (decrease) in net assets from operations		(90,030,978	)		109,138,008
CAPITAL STOCK TRANSACTIONS
Net decrease		(89,718,348	)		(250,389,037	)
Total decrease		(179,749,326	)		(141,251,029	)
NET ASSETS
Beginning of period		789,192,435			930,443,464
End of period (including net investment loss of ($186,836) and $0, respectively)	$	609,443,109		$	789,192,435

See notes to financial statements.

8

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek growth of capital by pursuing aggressive investment policies. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $349,782, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

10

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	313,237,222		$	404,047,990
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	105,297,625
Gross unrealized depreciation		(36,513,467	)
Net unrealized appreciation	$	68,784,158

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	226,552		1,666,056		$	6,160,371		$	48,013,927
Shares redeemed	(2,242,988	)	(6,383,242	)		(62,205,342	)		(182,395,685	)
Net decrease	(2,016,436	)	(4,717,186	)	$	(56,044,971	)	$	(134,381,758	)
Class B
Shares sold	397,645		808,324		$	10,608,695		$	22,865,431
Shares redeemed	(1,635,752	)	(4,979,977	)		(44,282,072	)		(138,872,710	)
Net decrease	(1,238,107	)	(4,171,653	)	$	(33,673,377	)	$	(116,007,279	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which

12

AllianceBernstein Variable Products Series Fund

could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(461,094,562	)(a)
Unrealized appreciation/(depreciation)		154,377,706	(b)
Total accumulated earnings/(deficit)	$	(306,716,856	)

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $461,094,562 of which $293,988,219 will expire in the year 2010 and $167,106,343 will expire in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $93,118,659.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

14

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$30.61		$26.87		$26.99		$23.44		$21.58		$17.45
Income From Investment Operations
Net investment income (loss) (a)	.01		(.01	)	(.03	)	(.07	)	(.03	)(b)	(.05	)(b)
Net realized and unrealized gain (loss) on investment transactions	(3.58	)	3.75		(.09	)	3.62		1.89		4.18
Net increase (decrease) in net asset value from operations	(3.57	)	3.74		(.12	)	3.55		1.86		4.13
Net asset value, end of period	$27.04		$30.61		$26.87		$26.99		$23.44		$21.58
Total Return
Total investment return based on net asset value (c)	(11.66	)%	13.92	%*	(.44	)%	15.15	%	8.62	%	23.67	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$294,984		$395,655		$474,069		$618,980		$656,544		$917,935
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.83	%(d)	.82	%	.84	%(e)	.81	%	.81	%	1.04	%
Expenses, before waivers and reimbursements	.83	%(d)	.82	%	.84	%(e)	.81	%	.98	%	1.05	%
Net investment income (loss)	.07	%(d)	(.03	)%	(.12	)%(e)	(.28	)%	(.13	)%(b)	(.24	)%(b)
Portfolio turnover rate	46	%	92	%	81	%	54	%	73	%	79	%

See footnote summary on page 16.

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$29.96		$26.37		$26.55		$23.11		$21.33		$17.29
Income From Investment Operations
Net investment loss (a)	(.02	)	(.08	)	(.09	)	(.12	)	(.08	)(b)	(.09	)(b)
Net realized and unrealized gain (loss) on investment transactions	(3.51	)	3.67		(.09	)	3.56		1.86		4.13
Net increase (decrease) in net asset value from operations	(3.53	)	3.59		(.18	)	3.44		1.78		4.04
Net asset value, end of period	$26.43		$29.96		$26.37		$26.55		$23.11		$21.33
Total Return
Total investment return based on net asset value (c)	(11.78	)%	13.61	%*	(.68	)%	14.89	%	8.34	%	23.37	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$314,459		$393,537		$456,374		$624,453		$603,050		$693,764
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.08	%(d)	1.07	%	1.08	%(e)	1.06	%	1.06	%	1.29	%
Expenses, before waivers and reimbursements	1.08	%(d)	1.07	%	1.08	%(e)	1.06	%	1.24	%	1.30	%
Net investment loss	(.18	)%(d)	(.27	)%	(.37	)%(e)	(.53	)%	(.38	)%(b)	(.49	)%(b)
Portfolio turnover rate	46	%	92	%	81	%	54	%	73	%	79	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the performance of each share class for the year ended December 31, 2007 by 0.39%.

16

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (June 1992 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period and 4th quintile of the Performance Group and Performance Universe in all other periods reviewed, and that the Portfolio underperformed the Index in the 1-, 3- and 5-year periods but outperformed the Index in the 10-year and since inception periods. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser (including the Adviser’s view that its “high conviction” and “pure” style of growth investing had been out of favor for several years), and of the enhancements to its investment process being implemented by the Adviser with a view to improving investment performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was understandable. The directors informed the Adviser that they planned to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

18

AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points was higher than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 1 basis point. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	665.3	Large Cap Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.01% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Large Cap Growth Portfolio	Class A    0.82%	December 31
	Class B    1.07%

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	$665.3	Large Cap Growth Schedule 80 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.299	0.750

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

21

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Large Cap Growth Fund, Inc.⁵ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Large Cap Growth Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for American Growth Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
American Growth Portfolio
Class A	1.50	%
Class I (Institutional)	0.70	%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Large Cap Growth Fund, Inc.	AllianceBernstein U.S. Large Cap Growth Equity—Hedged/Non-Hedged	0.95%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee	Portfolio Advisory Fee
Large Cap Growth Portfolio	Client #16,7	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter	0.600	0.750
	Client #2	0.35% on 1st $50 million 0.30% on next $100 million 0.25% thereafter	0.265	0.750
	Client #3	0.40% on first $200 million 0.35% on next $300 million 0.25% thereafter	0.365	0.750
	Client #4	0.35%	0.350	0.750

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 Assets are aggregated with other Specialty Equity Portfolios for purposes of calculating the investment advisory fee.

7 The client is an affiliate of the Adviser.

22

AllianceBernstein Variable Products Series Fund

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Large Cap Growth Portfolio	0.750	0.642	12/15

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Large Cap Growth Portfolio	0.835	0.665	14/15	0.795	44/68

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2007, relative to 2006.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

23

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,040,105 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $508,552 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹³

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁴ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁵ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2007.

14 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

15 The Deli study was originally published in 2002 based on 1997 data.

24

AllianceBernstein Variable Products Series Fund

comparable peers.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended January 31, 2008.¹⁹

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–0.22	0.45	0.56	13/15	56/88
3 year	6.60	6.91	7.08	11/15	52/85
5 year	9.94	11.06	10.76	12/15	51/76
10 year	3.42	4.16	4.20	8/10	24/38

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmark.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Large Cap Growth Portfolio	–0.22	6.60	9.94	3.42	9.85	19.29	0.08	10
Russell 1000 Growth Index	0.51	6.98	10.84	2.69	8.41	18.75	0.04	10
Inception Date: June 26, 1992

16 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

19 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Real Estate Investment Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	968.86	$	4.65	0.95	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.14	$	4.77	0.95	%
Class B
Actual	$	1,000	$	967.54	$	5.87	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.90	$	6.02	1.20	%

* Expenses are equal to each classes' annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	6,076,564	10.0	%
ProLogis		3,989,290	6.6
Digital Realty Trust, Inc.		3,276,891	5.4
Vornado Realty Trust		3,071,200	5.1
Ventas, Inc.		2,422,233	4.0
General Growth Properties, Inc.		2,280,453	3.8
Equity Residential		2,146,947	3.5
Rayonier, Inc.		2,139,984	3.5
Public Storage		2,068,224	3.4
Health Care REIT, Inc.		2,015,850	3.3
	$	29,487,636	48.6	%

INDUSTRY DIVERSIFICATION

June 30, 2008 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	12,908,696	21.4	%
Regional Mall		11,368,473	18.9
Health Care		7,161,603	11.9
Multi-Family		6,596,760	11.0
Shopping Center/Other Retail		5,294,030	8.8
Lodging		4,963,017	8.3
Office		4,108,684	6.8
Industrial Warehouse Distribution		3,989,290	6.6
Self Storage		2,403,072	4.0
Real Estate—Other		1,387,760	2.3
Total Investments	$	60,181,385	100.0	%

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.1%
EQUITY: OTHER–35.3%
DIVERSIFIED/SPECIALTY–21.2%
Alexandria Real Estate Equities, Inc.	17,900	$	1,742,386
BioMed Realty Trust, Inc.	32,000		784,960
Digital Realty Trust, Inc.	80,100		3,276,891
Entertainment Properties Trust	25,800		1,275,552
Forest City Enterprises, Inc.–Class A	8,700		280,314
Plum Creek Timber Co., Inc. (REIT)	7,900		337,409
Rayonier, Inc.	50,400		2,139,984
Vornado Realty Trust	34,900		3,071,200
			12,908,696
HEALTH CARE–11.8%
HCP, Inc.	19,200		610,752
Health Care REIT, Inc.	45,300		2,015,850
Nationwide Health Properties, Inc.	38,700		1,218,663
Omega Healthcare Investors, Inc.	53,700		894,105
Ventas, Inc.	56,900		2,422,233
			7,161,603
REAL ESTATE–OTHER–2.3%
National Retail Properties, Inc.	66,400		1,387,760
			21,458,059
RETAIL–27.4%
REGIONAL MALL–18.7%
CBL & Associates Properties, Inc.	12,700		290,068
General Growth Properties, Inc.	65,100		2,280,453
Macerich Co.	17,100		1,062,423
Simon Property Group, Inc.	67,600		6,076,564
Taubman Centers, Inc.	34,100		1,658,965
			11,368,473
SHOPPING CENTER/OTHER RETAIL–8.7%
Federal Realty Investment Trust	12,200		841,800
Kimco Realty Corp.	54,700		1,888,244
Regency Centers Corp.	9,700		573,464
Tanger Factory Outlet Centers	55,400		1,990,522
			5,294,030
			16,662,503

Company	Shares	U.S. $ Value
RESIDENTIAL–14.8%
MULTI-FAMILY–10.9%
Apartment Investment & Management Co.–Class A	22,017	$	749,899
Equity Residential	56,100		2,146,947
Essex Property Trust, Inc.	5,700		607,050
Home Properties, Inc.	16,907		812,550
Mid-America Apartment Communities, Inc.	24,200		1,235,168
UDR, Inc.	46,700		1,045,146
			6,596,760
SELF STORAGE–3.9%
Extra Space Storage, Inc.	21,800		334,848
Public Storage	25,600		2,068,224
			2,403,072
			8,999,832
LODGING–8.2%
LODGING–8.2%
Ashford Hospitality Trust, Inc.	52,400		242,088
DiamondRock Hospitality Co.	110,800		1,206,612
Host Hotels & Resorts, Inc.	100,640		1,373,736
Marriott International, Inc.–Class A	19,700		516,928
Starwood Hotels & Resorts Worldwide, Inc.	10,200		408,714
Strategic Hotels & Resorts, Inc.	48,700		456,319
Sunstone Hotel Investors, Inc.	45,700		758,620
			4,963,017
OFFICE–6.8%
OFFICE–6.8%
Boston Properties, Inc.	17,300		1,560,806
Brookfield Properties Corp.	58,850		1,046,942
Highwoods Properties, Inc.	19,600		615,832
SL Green Realty Corp.	10,700		885,104
			4,108,684
INDUSTRIAL–6.6%
INDUSTRIAL WAREHOUSE DISTRIBUTION–6.6%
ProLogis	73,400		3,989,290
TOTAL INVESTMENTS–99.1% (cost $45,758,492)			60,181,385
Other assets less liabilities–0.9%			538,008
NET ASSETS–100.0%		$	60,719,393

See notes to financial statements.

3

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1–quoted prices in active markets for identical investments

• Level 2–other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3–significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	60,181,385		$	–0	–
Level 2		–0	–		–0	–
Level 3		–0	–		–0	–
Total	$	60,181,385		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $45,758,492)	$	60,181,385
Cash		484,990
Dividends receivable		188,838
Receivable for capital stock sold		32,040
Total assets		60,887,253
LIABILITIES
Payable for capital stock redeemed		41,112
Advisory fee payable		29,506
Custodian fee payable		25,175
Administrative fee payable		25,100
Audit fee payable		21,035
Printing fee payable		12,963
Distribution fee payable		4,238
Transfer Agent fee payable		85
Accrued expenses		8,646
Total liabilities		167,860
NET ASSETS	$	60,719,393
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,128
Additional paid-in capital		45,156,602
Distributions in excess of net investment income		(295,702	)
Accumulated net realized gain on investment transactions		1,430,472
Net unrealized appreciation of investments		14,422,893
	$	60,719,393

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	41,430,181	3,499,934	$	11.84
B	$	19,289,212	1,627,670	$	11.85

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $2,631)	$	19,524
Interest		7,145
Total investment income		26,669
EXPENSES
Advisory fee (see Note B)		182,150
Distribution fee—Class B		25,402
Transfer agency—Class A		786
Transfer agency—Class B		347
Administrative		46,100
Custodian		44,349
Audit		25,000
Printing		8,003
Legal		3,980
Directors’ fees		887
Miscellaneous		3,125
Total expenses		340,129
Net investment loss		(313,460	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		1,546,068
Net change in unrealized appreciation/depreciation of investments		(3,368,007	)
Net loss on investment transactions		(1,821,939	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,135,399	)

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(313,460	)	$	975,288
Net realized gain on investment transactions		1,546,068			15,553,558
Net change in unrealized appreciation/depreciation of investments		(3,368,007	)		(29,845,850	)
Net decrease in net assets from operations		(2,135,399	)		(13,317,004	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(713,047	)		(931,803	)
Class B		(234,778	)		(356,998	)
Net realized gain on investment transactions
Class A		(10,858,993	)		(11,126,096	)
Class B		(4,707,359	)		(5,149,348	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		7,073,420			(10,601,127	)
Total decrease		(11,576,156	)		(41,482,376	)
NET ASSETS
Beginning of period		72,295,549			113,777,925
End of period (including distributions in excess of net investment income and undistributed net investment income of ($295,702) and $965,583, respectively)	$	60,719,393		$	72,295,549

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return from long-term growth of capital and income. Prior to February 1, 2006, the Portfolio’s objective was to seek total return from long-term growth of capital and income principally through investing in equity securities of companies that are primarily engaged in or related to the real estate industry. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

8

AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008 amounted to $15,811, none of which was paid to Sanford C. Bernstein & Co. LLC, and Sanford C. Bernstein Limited, affiliates of the Adviser.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U. S. government securities)	$	14,083,434		$	21,231,573
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	17,322,513
Gross unrealized depreciation		(2,899,620	)
Net unrealized appreciation	$	14,422,893

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

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AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	157,010		469,829		$	2,366,768		$	9,707,237
Shares issued in reinvestment of dividends and distributions	892,904		624,115			11,572,040			12,057,899
Shares redeemed	(631,552	)	(1,530,559	)		(9,570,586	)		(30,880,909	)
Net increase (decrease)	418,362		(436,615	)	$	4,368,222		$	(9,115,773	)
Class B
Shares sold	117,115		218,581		$	1,568,334		$	4,401,956
Shares issued in reinvestment of dividends and distributions	380,750		285,155			4,942,137			5,506,346
Shares redeemed	(245,290	)	(596,277	)		(3,805,273	)		(11,393,656	)
Net increase (decrease)	252,575		(92,541	)	$	2,705,198		$	(1,485,354	)

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in Real Estate Equity Securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims of losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	3,843,405	$	2,994,315
Net long-term capital gains		13,720,840		12,026,697
Total taxable distributions		17,564,245		15,021,012
Total distributions paid	$	17,564,245	$	15,021,012

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,061,875
Undistributed long term capital gain		15,403,648
Unrealized appreciation/(depreciation)		17,741,716	(a)
Total accumulated earnings/(deficit)	$	34,207,239

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the

12

AllianceBernstein Variable Products Series Fund

Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Portfolio’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

13

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$16.23		$22.83		$19.98		$20.66		$15.62		$11.52
Income From Investment Operations
Net investment income (loss) (a)	(.06	)	.22		.29		.32		.39	(b)	.46
Net realized and unrealized gain (loss) on investment transactions	(.08	)	(2.91	)	6.02		1.84		5.05		3.99
Net increase (decrease) in net asset value from operations	(.14	)	(2.69	)	6.31		2.16		5.44		4.45
Less: Dividends and Distributions
Dividends from net investment income	(.26	)	(.30	)	(.47	)	(.68	)	(.40	)	(.35	)
Distributions from net realized gain on investment transactions	(3.99	)	(3.61	)	(2.99	)	(2.16	)	–0	–	–0	–
Total dividends and distributions	(4.25	)	(3.91	)	(3.46	)	(2.84	)	(.40	)	(.35	)
Net asset value, end of period	$11.84		$16.23		$22.83		$19.98		$20.66		$15.62
Total Return
Total investment return based on net asset value (c)	(3.11	)%	(14.53	)%	35.22	%	11.67	%	35.63	%	39.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$41,430		$50,015		$80,317		$67,161		$88,441		$68,717
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.95	%(d)	.85	%	.83	%(e)	.83	%	.77	%	1.24	%
Expenses, before waivers and reimbursements	.95	%(d)	.85	%	.83	%(e)	.83	%	.99	%	1.24	%
Net investment income (loss)	(.81	)%(d)	1.09	%	1.33	%(e)	1.64	%	2.26	%(b)	3.50	%
Portfolio turnover rate	22	%	51	%	47	%	46	%	35	%	23	%

See footnote summary on page 15.

14

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$16.20		$22.80		$19.94		$20.54		$15.55		$11.48
Income From Investment Operations
Net investment income (loss) (a)	(.09	)	.16		.22		.38		.34	(b)	.43
Net realized and unrealized gain (loss) on investment transactions	(.07	)	(2.90	)	6.03		1.72		5.03		3.98
Net increase (decrease) in net asset value from operations	(.16	)	(2.74	)	6.25		2.10		5.37		4.41
Less: Dividends and Distributions
Dividends from net investment income	(.20	)	(.25	)	(.40	)	(.54	)	(.38	)	(.34	)
Distributions from net realized gain on investment transactions	(3.99	)	(3.61	)	(2.99	)	(2.16	)	–0	–	–0	–
Total dividends and distributions	(4.19	)	(3.86	)	(3.39	)	(2.70	)	(.38	)	(.34	)
Net asset value, end of period	$11.85		$16.20		$22.80		$19.94		$20.54		$15.55
Total Return
Total investment return based on net asset value (c)	(3.25	)%	(14.76	)%	34.88	%	11.40	%	35.28	%	39.02	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$19,289		$22,281		$33,461		$24,875		$67,457		$43,919
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(d)	1.10	%	1.08	%(e)	1.06	%	1.02	%	1.49	%
Expenses, before waivers and reimbursements	1.20	%(d)	1.10	%	1.08	%(e)	1.06	%	1.24	%	1.49	%
Net investment income (loss)	(1.25	)%(d)	.80	%	1.04	%(e)	2.11	%	2.02	%(b)	3.22	%
Portfolio turnover rate	22	%	51	%	47	%	46	%	35	%	23	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

15

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

16

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the National Association of Real Estate Investment Trusts Equity Index (the “NAREIT Equity Index”) and the Standard & Poor’s 500 Stock Index (the “S&P 500 Stock Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the indices) the since inception period (January 1997 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and Performance Universe for the 1- and 5-year periods, 3rd quintile of the Performance Group and Performance Universe for the 3-year period and 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period, and that the Portfolio outperformed the NAREIT Equity Index in the 1-, 3- and 5-year and since inception periods but underperformed that index in the 10-year period and underperformed the S&P 500 Stock Index in the 1-year period but outperformed that index in all other periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the initial fee rates in the institutional fee schedule were higher, and that the application of such fee schedule to the level of assets of the Portfolio would result in a fee rate that would be higher than that in the Portfolio’s Advisory Agreement prior to taking account of the administrative expense reimbursements made to the Adviser. The directors noted that adding the ten basis point administrative expense reimbursement to the Adviser resulted in a lower rate of total compensation to the Adviser under the institutional fee schedule than what is paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the Adviser advises another AllianceBernstein fund with a substantially similar investment style as the Portfolio for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

17

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the 10 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and Expense Universe medians. The directors concluded that the Fund’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

18

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS.

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	64.3	Real Estate Investment Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.10% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Real Estate Investment Portfolio	Class A    0.85%	December 31
	Class B    1.10%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

19

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)5	Portfolio Advisory Fee (%)
Real Estate Investment Portfolio	$64.3	U.S. REIT Strategy Schedule 70 bp on 1st $25m 60 bp on next $25m 50 bp on next $25m negotiable on the balance Minimum account size $25m	0.617	0.550

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. a retail mutual fund, which has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Real Estate Investment Fund, Inc.⁶ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Global Real Estate Investment Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Real Estate Investment Portfolio7	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.550	0.550

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 Assumes 50 bp on the balance.

6 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

7 It should be noted that the Portfolio’s investment guidelines are more restrictive than that of AllianceBernstein Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AllianceBernstein Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

20

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Global Real Estate Securities Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio⁸. It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
Global Real Estate Securities Portfolio
Class A	1.75	%
Class I (Institutional)	0.95	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Real Estate Investment Portfolio	0.550	0.842	1/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Real Estate Investment Portfolio	0.832	0.907	3/14	0.879	6/21

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

8 It should be noted that the Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

9 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

21

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $73,972 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $154,379 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁴

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

15 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

22

AllianceBernstein Variable Products Series Fund

fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their comparable peers.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended January 31, 2008.²⁰

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–22.31	–23.44	–23.71	4/14	6/23
3 year	11.80	11.75	11.90	7/14	12/21
5 year	19.71	19.46	19.45	3/11	4/16
10 year	10.35	10.55	10.35	4/6	5/9

16 The Deli study was originally published in 2002 based on 1997 data.

17 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including or excluding a fund from a PU is somewhat different from that of an EU.

20 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Real Estate Investment Portfolio	–22.31	11.80	19.71	10.35	11.33	15.41	0.47	10
NAREIT Equity Index22	–23.04	11.33	18.63	10.43	11.12	14.88	0.49	10
S&P 500 Stock Index	–2.31	7.28	12.04	5.14	7.29	N/A	N/A	N/A

Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small Cap Growth Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	865.63	$	5.80	1.25	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.65	$	6.27	1.25	%
Class B
Actual	$	1,000	$	865.05	$	7.00	1.51	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.35	$	7.57	1.51	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Complete Production Services, Inc.	$	1,318,404	2.0	%
FTI Consulting, Inc.		1,218,588	1.9
Baldor Electric Co.		1,150,842	1.8
Strayer Education, Inc.		1,087,164	1.7
IDEX Corp.		1,085,122	1.7
ON Semiconductor Corp.		1,071,973	1.6
NuVasive, Inc.		1,071,840	1.6
Icon PLC (Sponsored) (ADR)		1,011,968	1.6
Hexcel Corp.		1,007,460	1.6
Chart Industries, Inc.		987,392	1.5
	$	11,010,753	17.0	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	14,734,478	22.5	%
Health Care		14,213,189	21.8
Industrials		12,784,288	19.6
Consumer Discretionary		11,782,383	18.0
Energy		7,815,108	12.0
Financials		2,631,290	4.0
Materials		364,856	0.6
Short-Term Investments		1,000,000	1.5
Total Investments	$	65,325,592	100.0	%

* Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.1%
INFORMATION TECHNOLOGY–22.7%
COMMUNICATIONS EQUIPMENT–1.4%
F5 Networks, Inc.(a)	12,200	$	346,724
Foundry Networks, Inc.(a)	39,800		470,436
Netgear, Inc.(a)	5,130		71,102
			888,262
COMPUTERS & PERIPHERALS–0.7%
3PAR, Inc.(a)	57,100		447,664
INTERNET SOFTWARE & SERVICES–4.9%
comScore, Inc.(a)	27,500		600,050
Constant Contact, Inc.(a)	28,300		533,455
DealerTrack Holdings, Inc.(a)	14,800		208,828
Omniture, Inc.(a)	5,800		107,706
VistaPrint Ltd.(a)	35,600		952,656
Websense, Inc.(a)	48,700		820,108
			3,222,803
IT SERVICES–1.1%
CyberSource Corp.(a)	44,400		742,812
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–9.9%
Cavium Networks, Inc.(a)	11,600		243,600
Hittite Microwave Corp.(a)	23,000		819,260
Integrated Device Technology, Inc.(a)	68,200		677,908
Intellon Corp.(a)	65,800		217,140
MKS Instruments, Inc.(a)	35,100		768,690
ON Semiconductor Corp.(a)	116,900		1,071,973
PMC–Sierra, Inc.(a)	85,500		654,075
Silicon Laboratories, Inc.(a)	15,800		570,222
Silicon Motion Technology Corp. (ADR)(a)	52,400		757,180
Verigy Ltd.(a)	27,500		624,525
			6,404,573
SOFTWARE–4.7%
Blackbaud, Inc.	20,720		443,408
Commvault Systems, Inc.(a)	41,500		690,560
Informatica Corp.(a)	24,310		365,622
MICROS Systems, Inc.(a)	7,700		234,773
SuccessFactors, Inc.(a)	38,500		421,575
Taleo Corp.–Class A(a)	5,700		111,663
THQ, Inc.(a)	37,550		760,763
			3,028,364
			14,734,478
HEALTH CARE–21.9%
BIOTECHNOLOGY–6.8%
Acorda Therapeutics, Inc.(a)	17,000		558,110
Alexion Pharmaceuticals, Inc.(a)	9,800		710,500
Allos Therapeutics, Inc.(a)	60,700		419,437
Cougar Biotechnology, Inc.(a)	12,000		285,960
Genomic Health, Inc.(a)	26,300		503,645
Incyte Corp. Ltd.(a)	21,200		161,332
OSI Pharmaceuticals, Inc.(a)	13,200		545,424
Pharmasset, Inc.(a)	11,100		209,568
Savient Pharmaceuticals, Inc.(a)	15,800		399,740

Company	Shares	U.S. $ Value
United Therapeutics Corp.(a)	6,200	$	606,050
			4,399,766
HEALTH CARE EQUIPMENT & SUPPLIES–7.6%
Abaxis, Inc.(a)	23,200		559,816
ArthroCare Corp.(a)	15,500		632,555
Hansen Medical, Inc.(a)	41,620		695,887
Insulet Corp.(a)	40,800		641,784
Masimo Corp.(a)	20,600		707,610
Meridian Bioscience, Inc.	23,850		642,042
NuVasive, Inc.(a)	24,000		1,071,840
			4,951,534
HEALTH CARE PROVIDERS & SERVICES–2.4%
HealthExtras, Inc.(a)	27,100		816,794
LHC Group, Inc.(a)	32,000		744,000
			1,560,794
HEALTH CARE TECHNOLOGY–2.2%
MedAssets, Inc.(a)	42,000		716,100
Trizetto Group(a)	34,300		733,334
			1,449,434
LIFE SCIENCES TOOLS & SERVICES–2.4%
AMAG Pharmaceuticals, Inc.(a)	16,100		549,010
Icon PLC (Sponsored) (ADR)(a)	13,400		1,011,968
			1,560,978
PHARMACEUTICALS–0.5%
Alexza Pharmaceuticals, Inc.(a)	29,200		115,048
XenoPort, Inc.(a)	4,500		175,635
			290,683
			14,213,189
INDUSTRIALS–19.7%
AEROSPACE & DEFENSE–1.6%
Hexcel Corp.(a)	52,200		1,007,460
COMMERCIAL SERVICES & SUPPLIES–3.3%
Duff & Phelps Corp.–Class A(a)	13,300		220,248
FTI Consulting, Inc.(a)	17,800		1,218,588
Stericycle, Inc.(a)	13,280		686,576
			2,125,412
CONSTRUCTION & ENGINEERING–1.8%
Dycom Industries, Inc.(a)	29,800		432,696
Granite Construction, Inc.	23,400		737,802
			1,170,498
ELECTRICAL EQUIPMENT–3.4%
Baldor Electric Co.	32,900		1,150,842
EnerSys(a)	18,200		622,986
Polypore International, Inc.(a)	17,500		443,275
			2,217,103
MACHINERY–7.8%
Actuant Corp.–Class A	13,100		410,685
Astec Industries, Inc.(a)	15,800		507,812
Bucyrus International, Inc.–Class A	8,300		606,066
Chart Industries, Inc.(a)	20,300		987,392

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Colfax Corp.(a)	12,200	$	306,098
IDEX Corp.	29,455		1,085,122
Kaydon Corp.	11,900		611,779
RBC Bearings, Inc.(a)	17,200		573,104
			5,088,058
MARINE–1.2%
Kirby Corp.(a)	16,500		792,000
TRADING COMPANIES & DISTRIBUTORS–0.6%
MSC Industrial Direct Co.– Class A	8,700		383,757
			12,784,288
CONSUMER DISCRETIONARY–18.2%
DISTRIBUTORS–1.2%
LKQ Corp.(a)	44,020		795,442
DIVERSIFIED CONSUMER SERVICES–3.8%
American Public Education, Inc.(a)	16,700		651,968
K12, Inc.(a)	33,610		720,262
Strayer Education, Inc.	5,200		1,087,164
			2,459,394
HOTELS, RESTAURANTS & LEISURE–4.1%
Buffalo Wild Wings, Inc.(a)	3,800		94,354
Great Wolf Resorts, Inc.(a)	68,400		298,908
Orient-Express Hotels Ltd.– Class A	15,500		673,320
Red Robin Gourmet Burgers, Inc.(a)	21,950		608,893
Sonic Corp.(a)	22,900		338,920
Texas Roadhouse, Inc.–Class A(a)	70,500		632,385
			2,646,780
INTERNET & CATALOG RETAIL–1.1%
NetFlix, Inc.(a)	27,000		703,890
MEDIA–3.1%
Morningstar, Inc.(a)	11,800		849,954
National CineMedia, Inc.	44,600		475,436
RHI Entertainment, Inc.(a)	52,400		680,676
			2,006,066
SPECIALTY RETAIL–3.8%
Citi Trends, Inc.(a)	42,200		956,252
Dick’s Sporting Goods, Inc.(a)	14,600		259,004
Hibbett Sports, Inc.(a)	34,000		717,400
J Crew Group, Inc.(a)	15,500		511,655
			2,444,311
TEXTILES, APPAREL & LUXURY GOODS–1.1%
Lululemon Athletica, Inc.(a)	25,000		726,500
			11,782,383

Company	Shares		U.S. $ Value
ENERGY–12.0%
ENERGY EQUIPMENT & SERVICES–7.7%
Complete Production Services, Inc.(a)		36,200	$	1,318,404
Core Laboratories NV(a)		4,984		709,472
Dril-Quip, Inc.(a)		12,500		787,500
Oil States International, Inc.(a)		2,100		133,224
T-3 Energy Services, Inc.–Class 3(a)		8,400		667,548
Tesco Corp.(a)		21,500		686,925
W-H Energy Services, Inc.–Class H(a)		7,600		727,624
				5,030,697
OIL, GAS & CONSUMABLE FUELS–4.3%
Bill Barrett Corp.(a)		13,400		796,094
BPZ Resources, Inc.(a)		10,400		305,760
Carrizo Oil & Gas, Inc.(a)		6,500		442,585
EXCO Resources, Inc.(a)		15,000		553,650
Penn Virginia Corp.		9,100		686,322
				2,784,411
				7,815,108
FINANCIALS–4.0%
CAPITAL MARKETS–4.0%
Affiliated Managers Group, Inc.(a)		7,600		684,456
Greenhill & Co., Inc.		13,300		716,338
KBW, Inc.(a)		600		12,348
MF Global Ltd.(a)		43,600		275,116
optionsXpress Holdings, Inc.		26,280		587,095
Stifel Financial Corp.(a)		10,350		355,937
				2,631,290
MATERIALS–0.6%
CHEMICALS–0.6%
Calgon Carbon Corp.(a)		23,600		364,856
Total Common Stocks (cost $60,738,298)				64,325,592
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.6%
TIME DEPOSIT–1.6%
Bank of New York 1.00%, 7/01/08 (cost $1,000,000)	$	1,000		1,000,000
TOTAL INVESTMENTS–100.7% (cost $61,738,298)				65,325,592
Other assets less liabilities–(0.7)%				(435,108	)
NET ASSETS–100.0%			$	64,890,484

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

SMALL CAP GROWTH PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities			Other Financial Instruments*
Level 1	$	64,325,592		$	–0	–
Level 2		1,000,000			–0	–
Level 3		–0	–		–0	–
Total	$	65,325,592		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation / depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $61,738,298)	$	65,325,592
Cash		3,980
Receivable for investment securities sold		402,790
Receivable for capital stock sold		64,095
Dividends and interest receivable		3,070
Total assets		65,799,527
LIABILITIES
Payable for investment securities purchased		638,406
Payable for capital stock redeemed		113,768
Advisory fee payable		42,074
Administrative fee payable		25,392
Distribution fee payable		3,906
Transfer Agent fee payable		85
Accrued expenses		85,412
Total liabilities		909,043
NET ASSETS	$	64,890,484
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,868
Additional paid-in capital		103,176,762
Accumulated net investment loss		(296,387	)
Accumulated net realized loss on investment transactions		(41,582,053	)
Net unrealized appreciation of investments		3,587,294
	$	64,890,484

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	46,795,158	3,490,963	$	13.40
B	$	18,095,326	1,376,939	$	13.14

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	72,779
Interest		10,139
Total investment income		82,918
EXPENSES
Advisory fee (see Note B)		213,467
Distribution fee—Class B		23,254
Transfer agency—Class A		683
Transfer agency—Class B		349
Custodian		59,060
Administrative		46,100
Audit		24,000
Legal		5,387
Printing		4,946
Directors’ fees		872
Miscellaneous		1,187
Total expenses		379,305
Net investment loss		(296,387	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		287,544
Net change in unrealized appreciation/depreciation of investments		(8,820,128	)
Net loss on investment transactions		(8,532,584	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(8,828,971	)

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(296,387	)	$	(597,742	)
Net realized gain on investment transactions		287,544			10,977,805
Net change in unrealized appreciation/depreciation of investments		(8,820,128	)		(1,648,015	)
Net increase (decrease) in net assets from operations		(8,828,971	)		8,732,048
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		8,915,160			(14,495,834	)
Total increase (decrease)		86,189			(5,763,786	)
NET ASSETS
Beginning of period		64,804,295			70,568,081
End of period (including accumulated net investment loss of ($296,387) and $0, respectively)	$	64,890,484		$	64,804,295

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30,2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek growth of capital by pursuing aggressive investment policies. Current income is incidental to the Portfolio’s objective. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Exchange, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain and loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holdings of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008 amounted to $74,781, of which $132 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

10

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	41,034,234		$	31,188,972
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	8,647,400
Gross unrealized depreciation		(5,060,106	)
Net unrealized appreciation	$	3,587,294

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	1,224,231		186,246		$	16,659,215		$	2,803,322
Shares redeemed	(308,712	)	(1,184,120	)		(4,177,958	)		(17,508,568	)
Net increase (decrease)	915,519		(997,874	)	$	12,481,257		$	(14,705,246	)
Class B
Shares sold	196,006		699,573		$	2,599,577		$	10,754,724
Shares redeemed	(460,260	)	(710,933	)		(6,165,674	)		(10,545,312	)
Net increase (decrease)	(264,254	)	(11,360	)	$	(3,566,097	)	$	209,412

12

AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(41,301,360	)(a)
Unrealized appreciation/(depreciation)		11,839,185	(b)
Total accumulated earnings/(deficit)	$	(29,462,175	)

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $41,301,360 of which $74,560 expires in 2008 and $41,226,800 expires in 2010. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Portfolio’s merger with Brinson Series Trust Small Cap Growth Portfolio, may apply. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $10,747,638.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$15.48		$13.57		$12.26		$11.65		$10.17		$6.83
Income From Investment Operations
Net investment loss (a)	(.06	)	(.12	)	(.12	)	(.11	)	(.10	)(b)	(.09	)
Net realized and unrealized gain (loss) on investment transactions	(2.02	)	2.03		1.43		.72		1.58		3.43
Net increase (decrease) in net asset value from operations	(2.08	)	1.91		1.31		.61		1.48		3.34
Net asset value, end of period	$13.40		$15.48		$13.57		$12.26		$11.65		$10.17
Total Return
Total investment return based on net asset value (c)	(13.44	)%*	14.08	%	10.69	%	5.24	%	14.55	%	48.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$46,795		$39,867		$48,498		$49,453		$61,661		$61,079
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.25	%(d)	1.20	%	1.16	%(e)	1.18	%	1.14	%	1.36	%
Expenses, before waivers and reimbursements	1.25	%(d)	1.20	%	1.16	%(e)	1.18	%	1.30	%	1.36	%
Net investment loss	(.95	)%(d)	(.81	)%	(.90	)%(e)	(.93	)%	(.93	)%(b)	(1.10	)%
Portfolio turnover rate	55	%	88	%	76	%	90	%	92	%	129	%

See footnote summary on page 16.

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SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$15.19		$13.36		$12.09		$11.53		$10.08		$6.78
Income From Investment Operations
Net investment loss (a)	(.08	)	(.15	)	(.15	)	(.13	)	(.12	)(b)	(.11	)
Net realized and unrealized gain (loss) on investment transactions	(1.97	)	1.98		1.42		.69		1.57		3.41
Net increase (decrease) in net asset value from operations	(2.05	)	1.83		1.27		.56		1.45		3.30
Net asset value, end of period	$13.14		$15.19		$13.36		$12.09		$11.53		$10.08
Total Return
Total investment return based on net asset value (c)	(13.50	)%*	13.70	%	10.51	%	4.86	%	14.39	%	48.67	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$18,095		$24,937		$22,070		$22,467		$24,448		$15,846
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.51	%(d)	1.44	%	1.41	%(e)	1.43	%	1.40	%	1.61	%
Expenses, before waivers and reimbursements	1.51	%(d)	1.44	%	1.41	%(e)	1.43	%	1.56	%	1.61	%
Net investment loss	(1.22	)%(d)	(1.05	)%	(1.15	)%(e)	(1.18	)%	(1.19	)%(b)	(1.37	)%
Portfolio turnover rate	55	%	88	%	76	%	90	%	92	%	129	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 by .06%.

16

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

17

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (August 1996 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and Performance Universe for the 1-year period, 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3-year period, 2nd quintile of the Performance Group and Performance Universe for the 5-year period and 5th quintile of the Performance Group and Performance Universe for the 10-year period, and that the Portfolio outperformed the Index in the 1- and 5-year periods, matched the Index in the 3-year period and underperformed the Index in the 10-year and since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the institutional fee schedule provided for higher rates on the first $150 million of assets, and that the application of such fee schedule to the level of assets of the Portfolio would result in a fee rate that would be higher than that in the Portfolio’s Advisory Agreement, even after taking into account the 14 basis point expense ratio impact of the administrative expense reimbursement provision in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund except that the Portfolio’s fee is a monthly fee based on average daily net assets and the Corresponding Fund’s fee is a quarterly fee based on net asset value at the end of each quarter.

18

AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points, plus the 14 basis point impact of the latest fiscal year administrative expense reimbursement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (approximately $50 million as of February 29, 2008) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Fund’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	49.2	Small Cap Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.14% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Small Cap Growth Portfolio	Class A    1.20% Class B    1.44%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
Small Cap Growth Portfolio	$	49.2	Small Cap Growth Schedule 100 bp on 1st $50m 85 bp on next $50m 75 bp on the balance Minimum account size $25m	1.000	0.750

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Fund, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio⁵. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Cap Fund, Inc.—Small Cap Growth Portfolio been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Small Cap Growth Portfolio6	Cap Fund, Inc—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 The advisory fees of the Portfolio are paid on a monthly basis and are based on the portfolio’s average daily net assets, in contrast to AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio, whose fees are based on the portfolio’s net assets at the end of each quarter and are paid to the Adviser quarterly. The breakpoints in the fee schedules are the same for the Portfolio and the AllianceBernstein Mutual Fund.

21

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Small Cap Growth Portfolio	Client #17,8	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter	0.600	0.750
	Client #2	0.65% on 1st $25 million 0.60% on next $75 million 0.55% thereafter	0.625	0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Small Cap Growth Portfolio	0.750	0.900	2/17

7 This is a fee schedule of a Portfolio managed by an affiliate of the Adviser.

8 Assets are aggregated with other Specialty Equity Portfolios for purposes of calculating the Investment advisory fee.

9 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

22

AllianceBernstein Variable Products Series Fund

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Small Cap Growth Portfolio	1.160	1.017	14/17	0.999	36/41

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $55,818 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $434,976 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁴

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2007.

23

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁶ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their comparable peers.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

15 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

16 The Deli study was originally published in 2002 based on 1997 data.

17 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

24

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended December 31, 2007.²⁰

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–2.09	–2.09	–2.54	9/17	23/49
3 year	6.32	7.55	6.87	11/16	27/45
5 year	15.23	14.09	14.01	6/16	15/43
10 year	1.94	7.26	5.91	5/5	18/21

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Small Cap Growth Portfolio	–2.09	6.32	15.23	1.94	3.99	23.04	0.04	10
Russell 2000 Growth Index	–4.55	6.32	14.91	3.46	4.75	25.45	0.12	10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

20 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small/Mid Cap Value Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	929.35	$	4.08	0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.64	$	4.27	0.85	%
Class B
Actual	$	1,000	$	928.33	$	5.27	1.10	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.39	$	5.52	1.10	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Oil States International, Inc.	$	8,710,312	2.1	%
Arch Capital Group Ltd.		7,573,744	1.8
Molson Coors Brewing Co.–Class B		7,557,303	1.8
Rockwood Holdings, Inc.		7,523,760	1.8
Ruddick Corp.		7,290,875	1.8
Ryder System, Inc.		6,819,120	1.6
Commercial Metals Co.		6,721,910	1.6
Platinum Underwriters Holdings, Ltd.		6,489,390	1.6
PerkinElmer, Inc.		6,386,005	1.5
Hess Corp.		6,208,548	1.5
	$	71,280,967	17.1	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Industrials	$	89,849,210	21.4	%
Financials		75,783,111	18.1
Materials		49,505,299	11.8
Consumer Staples		37,857,510	9.0
Information Technology		36,538,564	8.7
Consumer Discretionary		30,853,756	7.4
Utilities		26,374,697	6.3
Health Care		25,805,494	6.1
Energy		22,491,416	5.4
Short-Term Investments		24,370,000	5.8
Total Investments	$	419,429,057	100.0	%

* Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–94.7%
INDUSTRIALS–21.5%
AEROSPACE & DEFENSE–0.6%
Goodrich Corp.	50,600	$	2,401,476
AIRLINES–1.0%
Alaska Air Group, Inc.(a)	109,700		1,682,798
Continental Airlines, Inc.–Class B(a)	94,700		957,417
Skywest, Inc.	131,900		1,668,535
			4,308,750
BUILDING PRODUCTS–0.4%
Quanex Building Products Corp.	126,700		1,882,762
COMMERCIAL SERVICES & SUPPLIES–3.2%
IKON Office Solutions, Inc.	447,500		5,047,800
Kelly Services, Inc.–Class A	244,200		4,720,386
United Stationers, Inc.(a)	98,795		3,650,475
			13,418,661
ELECTRICAL EQUIPMENT–3.7%
Acuity Brands, Inc.	72,500		3,485,800
Cooper Industries Ltd.–Class A	84,400		3,333,800
EnerSys(a)	86,600		2,964,318
Regal-Beloit Corp.	129,200		5,458,700
			15,242,618
MACHINERY–6.3%
AGCO Corp.(a)	73,700		3,862,617
Briggs & Stratton Corp.	199,000		2,523,320
Kennametal, Inc.	157,600		5,129,880
Mueller Industries, Inc.	159,200		5,126,240
SPX Corp.	45,200		5,954,196
Terex Corp.(a)	71,000		3,647,270
			26,243,523
ROAD & RAIL–4.8%
Arkansas Best Corp.	86,300		3,162,032
Avis Budget Group, Inc.(a)	280,600		2,348,622
Con-way, Inc.	70,700		3,341,282
Ryder System, Inc.	99,000		6,819,120
Werner Enterprises, Inc.	245,100		4,553,958
			20,225,014
TRADING COMPANIES & DISTRIBUTORS–1.5%
GATX Corp.	138,200		6,126,406
			89,849,210
FINANCIALS–18.2%
COMMERCIAL BANKS–4.2%
Central Pacific Financial Corp.	206,400		2,200,224
The South Financial Group, Inc.	321,200		1,259,104
Susquehanna Bancshares, Inc.	218,600		2,992,634
Trustmark Corp.	224,306		3,959,001
UnionBanCal Corp.	45,900		1,855,278
Webster Financial Corp.	171,600		3,191,760
Whitney Holding Corp.	116,500		2,131,950
			17,589,951

Company	Shares	U.S. $ Value
INSURANCE–8.1%
Arch Capital Group Ltd.(a)	114,200	$	7,573,744
Aspen Insurance Holdings, Ltd.	229,400		5,429,898
Fidelity National Financial, Inc.–Class A	231,000		2,910,600
Old Republic International Corp.	286,875		3,396,600
PartnerRe Ltd.	17,700		1,223,601
Platinum Underwriters Holdings, Ltd.	199,000		6,489,390
Renaissancere Holdings Ltd.	33,600		1,500,912
StanCorp Financial Group, Inc.	107,400		5,043,504
			33,568,249
REAL ESTATE INVESTMENT TRUSTS (REITS)–3.4%
Ashford Hospitality Trust, Inc.	211,000		974,820
Digital Realty Trust, Inc.	104,800		4,287,368
Mid-America Apartment Communities, Inc.	60,000		3,062,400
Strategic Hotels & Resorts, Inc.	85,500		801,135
Sunstone Hotel Investors, Inc.	57,800		959,480
Tanger Factory Outlet Centers	63,600		2,285,148
Taubman Centers, Inc.	40,300		1,960,595
			14,330,946
THRIFTS & MORTGAGE FINANCE–2.5%
Astoria Financial Corp.	163,200		3,277,056
First Niagara Financial Group, Inc.	146,800		1,887,848
Provident Financial Services, Inc.	366,100		5,129,061
			10,293,965
			75,783,111
MATERIALS–11.9%
CHEMICALS–6.7%
Arch Chemicals, Inc	22,800		755,820
Ashland, Inc.	120,825		5,823,765
Chemtura Corp.	265,600		1,551,104
Cytec Industries, Inc.	104,700		5,712,432
Lubrizol Corp.	10,800		500,364
Methanex Corp.	112,700		3,157,854
Rockwood Holdings, Inc.(a)	216,200		7,523,760
Westlake Chemical Corp.	190,900		2,836,774
			27,861,873
CONTAINERS & PACKAGING–2.1%
Aptargroup, Inc.	75,900		3,184,005
Silgan Holdings, Inc.	68,400		3,470,616
Sonoco Products Co.	66,800		2,067,460
			8,722,081
METALS & MINING–3.1%
Commercial Metals Co.	178,300		6,721,910
Reliance Steel & Aluminum Co.	49,300		3,800,537
Steel Dynamics, Inc.	61,400		2,398,898
			12,921,345
			49,505,299

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER STAPLES–9.1%
BEVERAGES–1.8%
Molson Coors Brewing Co.–Class B	139,100	$	7,557,303
FOOD & STAPLES RETAILING–2.9%
Ruddick Corp.	212,500		7,290,875
Supervalu, Inc.	152,400		4,707,636
			11,998,511
FOOD PRODUCTS–3.0%
Corn Products International, Inc.	35,000		1,718,850
Del Monte Foods Co.	482,200		3,423,620
Smithfield Foods, Inc.(a)	182,900		3,636,052
Tyson Foods, Inc.–Class A	261,200		3,902,328
			12,680,850
TOBACCO–1.4%
Universal Corp.	124,300		5,620,846
			37,857,510
INFORMATION TECHNOLOGY–8.7%
COMMUNICATIONS EQUIPMENT–1.3%
CommScope, Inc.(a)	104,700		5,525,019
COMPUTERS & PERIPHERALS–0.6%
Lexmark International, Inc.–Class A(a)	79,600		2,661,028
ELECTRONIC EQUIPMENT & INSTRUMENTS–4.6%
Arrow Electronics, Inc.(a)	143,200		4,399,104
Flextronics International Ltd.(a)	32,852		308,809
Ingram Micro, Inc.–Class A(a)	184,400		3,273,100
Insight Enterprises, Inc.(a)	239,400		2,808,162
Sanmina-SCI Corp.(a)	411,679		526,949
Tech Data Corp.(a)	112,200		3,802,458
Vishay Intertechnology, Inc.(a)	442,300		3,923,201
			19,041,783
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.2%
Amkor Technology, Inc.(a)	385,200		4,009,932
Spansion, Inc.–Class A(a)	240,000		540,000
Teradyne, Inc.(a)	159,600		1,766,772
Zoran Corp.(a)	255,900		2,994,030
			9,310,734
			36,538,564
CONSUMER DISCRETIONARY–7.4%
AUTO COMPONENTS–2.5%
ArvinMeritor, Inc.	333,200		4,158,336
Autoliv, Inc.	38,500		1,794,870
TRW Automotive Holdings Corp.(a)	245,100		4,526,997
			10,480,203

Company	Shares	U.S. $ Value
AUTOMOBILES–1.0%
Thor Industries, Inc.	205,600	$	4,371,056
HOUSEHOLD DURABLES–0.8%
Furniture Brands International, Inc.	186,000		2,484,960
KB Home	52,000		880,360
			3,365,320
LEISURE, EQUIPMENT & PRODUCTS–1.3%
Brunswick Corp.	269,300		2,854,580
Callaway Golf Co.	209,200		2,474,836
			5,329,416
MULTILINE RETAIL–0.2%
Dillard’s, Inc.-Class A	79,100		915,187
SPECIALTY RETAIL–1.1%
AutoNation, Inc.(a)	215,849		2,162,807
Men’s Wearhouse, Inc.	104,800		1,707,192
Office Depot, Inc.(a)	55,000		601,700
			4,471,699
TEXTILES, APPAREL & LUXURY GOODS–0.5%
Jones Apparel Group, Inc.	139,700		1,920,875
			30,853,756
UTILITIES–6.3%
ELECTRIC UTILITIES–1.7%
Allegheny Energy, Inc.	40,500		2,029,455
Northeast Utilities	204,300		5,215,779
			7,245,234
GAS UTILITIES–1.1%
Atmos Energy Corp.	158,800		4,378,116
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–2.0%
Constellation Energy Group, Inc.	36,600		3,004,860
Reliant Energy, Inc.(a)	255,700		5,438,739
			8,443,599
MULTI-UTILITIES–1.5%
Puget Energy, Inc.	81,600		1,957,584
Wisconsin Energy Corp.	96,200		4,350,164
			6,307,748
			26,374,697
HEALTH CARE–6.2%
HEALTH CARE PROVIDERS & SERVICES–4.7%
AMERIGROUP Corp.(a)	194,000		4,035,200
Apria Healthcare Group, Inc.(a)	98,100		1,902,159
LifePoint Hospitals, Inc.(a)	106,945		3,026,543
Molina Healthcare, Inc.(a)	162,925		3,965,595
Omnicare, Inc.	78,500		2,058,270
Universal Health Services, Inc.–Class B	70,100		4,431,722
			19,419,489

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
LIFE SCIENCES TOOLS & SERVICES–1.5%
PerkinElmer, Inc.	229,300	$	6,386,005
			25,805,494
ENERGY–5.4%
ENERGY EQUIPMENT & SERVICES–3.9%
Exterran Holdings, Inc.(a)	26,300		1,880,187
Helmerich & Payne, Inc.	44,700		3,219,294
Oil States International, Inc.(a)	137,300		8,710,312
Rowan Cos., Inc.	52,900		2,473,075
			16,282,868
OIL, GAS & CONSUMABLE FUELS–1.5%
Hess Corp.	49,200		6,208,548
			22,491,416
Total Common Stocks (cost $420,873,692)			395,059,057

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–5.8%
TIME DEPOSIT–5.8%
Bank of New York 1.00%, 7/01/08 (cost $24,370,000)	$	24,370	$	24,370,000
TOTAL INVESTMENTS–100.5% (cost $445,243,692)				419,429,057
Other assets less liabilities–(0.5)%				(2,124,480	)
NET ASSETS–100.0%			$	417,304,577

(a) Non-income producing security.

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	395,059,057		$	–0	–
Level 2		24,370,000			–0	–
Level 3		–0	–		–0	–
Total	$	419,429,057		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $445,243,692)	$	419,429,057
Cash		27,478
Receivable for capital stock sold		1,005,185
Dividends and interest receivable		310,467
Total assets		420,772,187
LIABILITIES
Payable for investment securities purchased		2,167,601
Payable for capital stock redeemed		878,974
Advisory fee payable		265,802
Distribution fee payable		59,768
Administrative fee payable		25,098
Transfer Agent fee payable		83
Accrued expenses		70,284
Total liabilities		3,467,610
NET ASSETS	$	417,304,577
COMPOSITION OF NET ASSETS
Capital stock, at par	$	29,230
Additional paid-in capital		427,676,826
Undistributed net investment income		794,633
Accumulated net realized gain on investment transactions		14,618,523
Net unrealized depreciation of investments		(25,814,635	)
	$	417,304,577

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	142,669,659	9,968,233	$	14.31
B	$	274,634,918	19,261,671	$	14.26

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $4,987)	$	2,887,415
Interest		63,585
Total investment income		2,951,000
EXPENSES
Advisory fee (see Note B)		1,561,402
Distribution fee—Class B		351,624
Transfer agency—Class A		1,045
Transfer agency—Class B		2,179
Custodian		67,148
Printing		51,625
Administrative		46,100
Audit		24,000
Legal		9,215
Directors’ fees		884
Miscellaneous		3,338
Total expenses		2,118,560
Net investment income		832,440
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		14,838,821
Net change in unrealized appreciation/depreciation of investments.		(48,716,827	)
Net loss on investment transactions		(33,878,006	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(33,045,566	)

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	832,440		$	2,020,528
Net realized gain on investment transactions		14,838,821			39,210,437
Net change in unrealized appreciation/depreciation of investments		(48,716,827	)		(37,944,019	)
Net increase (decrease) in net assets from operations		(33,045,566	)		3,286,946
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(886,590	)		(1,546,634	)
Class B		(1,131,047	)		(2,098,492	)
Net realized gain on investment transactions
Class A		(12,603,957	)		(11,437,901	)
Class B		(26,638,678	)		(19,627,077	)
CAPITAL STOCK TRANSACTIONS
Net increase		50,596,411			61,220,944
Total increase (decrease)		(23,709,427	)		29,797,786
NET ASSETS
Beginning of period		441,014,004			411,216,218
End of period (including undistributed net investment income of $794,633 and $1,979,830, respectively)	$	417,304,577		$	441,014,004

See notes to financial statements.

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on May 1, 2001. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

10

AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008, there were no expenses waived by the Adviser.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $124,687, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	78,736,568		$	82,274,713
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	59,521,207
Gross unrealized depreciation		(85,335,842	)
Net unrealized depreciation	$	(25,814,635	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

12

AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	1,814,120		2,402,324		$	28,051,541		$	45,953,766
Shares issued in reinvestment of dividends and distributions	888,120		671,730			13,490,547			12,984,535
Shares redeemed	(1,285,935	)	(3,362,398	)		(20,590,881	)		(62,942,413	)
Net increase (decrease)	1,416,305		(288,344	)	$	20,951,207		$	(4,004,112	)
Class B
Shares sold	2,371,327		5,080,121		$	37,182,992		$	96,210,635
Shares issued in reinvestment of dividends and distributions	1,834,196		1,128,015			27,769,725			21,725,569
Shares redeemed	(2,247,203	)	(2,872,598	)		(35,307,513	)		(52,711,148	)
Net increase	1,958,320		3,335,538		$	29,645,204		$	65,225,056

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	7,015,383	$	5,332,956
Net long-term capital gains		27,694,721		20,509,356
Total taxable distributions		34,710,104		25,842,312
Total distributions paid	$	34,710,104	$	25,842,312

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,794,271
Undistributed long-term capital gains		31,283,487
Unrealized appreciation/(depreciation)		22,826,601	(a)
Total accumulated earnings/(deficit)	$	63,904,359

(a) The differences between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act,

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AllianceBernstein Variable Products Series Fund

Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

15

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$17.11		$18.08		$17.06		$16.84		$14.49		$10.46
Income From Investment Operations
Net investment income (a)	.04		.11		.20		.09	(b)	.14	(b)	.04	(b)
Net realized and unrealized gain (loss) on investment transactions	(1.15	)	.36		2.14		1.02		2.60		4.23
Net increase (decrease) in net asset value from operations	(1.11	)	.47		2.34		1.11		2.74		4.27
Less: Dividends and Distributions
Dividends from net investment income	(.11	)	(.17	)	(.08	)	(.13	)	(.03	)	(.07	)
Distributions from net realized gain on investment transactions	(1.58	)	(1.27	)	(1.24	)	(.76	)	(.36	)	(.17	)
Total dividends and distributions	(1.69	)	(1.44	)	(1.32	)	(.89	)	(.39	)	(.24	)
Net asset value, end of period	$14.31		$17.11		$18.08		$17.06		$16.84		$14.49
Total Return
Total investment return based on net asset value (c)	(7.07	)%	1.71	%	14.42	%	6.91	%	19.30	%	41.26	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$142,670		$146,350		$159,804		$134,235		$118,981		$90,949
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.85	%(d)	.83	%	.86	%(e)	.87	%	.86	%	1.20	%
Expenses, before waivers and reimbursements	.85	%(d)	.83	%	.86	%(e)	.87	%	1.09	%	1.28	%
Net investment income	.55	%(d)	.59	%	1.15	%(e)	.53	%(b)	.96	%(b)	.34	%(b)
Portfolio turnover rate	19	%	32	%	46	%	33	%	30	%	21	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$17.03		$18.00		$16.99		$16.79		$14.46		$10.46
Income From Investment Operations
Net investment income (a)	.03		.07		.16		.05	(b)	.11	(b)	.01	(b)
Net realized and unrealized gain (loss) on investment transactions	(1.15	)	.37		2.13		1.01		2.59		4.22
Net increase (decrease) in net asset value from operations	(1.12	)	.44		2.29		1.06		2.70		4.23
Less: Dividends and Distributions
Dividends from net investment income	(.07	)	(.14	)	(.04	)	(.10	)	(.01	)	(.06	)
Distributions from net realized gain on investment transactions	(1.58	)	(1.27	)	(1.24	)	(.76	)	(.36	)	(.17	)
Total dividends and distributions	(1.65	)	(1.41	)	(1.28	)	(.86	)	(.37	)	(.23	)
Net asset value, end of period	$14.26		$17.03		$18.00		$16.99		$16.79		$14.46
Total Return
Total investment return based on net asset value (c)	(7.17	)%	1.53	%	14.20	%	6.63	%	19.08	%	40.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$274,635		$294,664		$251,412		$186,415		$142,516		$82,954
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.10	%(d)	1.08	%	1.11	%(e)	1.12	%	1.12	%	1.45	%
Expenses, before waivers and reimbursements	1.10	%(d)	1.08	%	1.11	%(e)	1.12	%	1.34	%	1.53	%
Net investment income	.33	%(d)	.35	%	.91	%(e)	.29	%(b)	.75	%(b)	.05	%(b)
Portfolio turnover rate	19	%	32	%	46	%	33	%	30	%	21	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

17

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

18

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3- and 5-year periods ended January 31, 2008 and (in the case of the indices) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and Performance Universe for the 1-year period, 3rd quintile of the Performance Group and Performance Universe for the 3-year period and 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 5-year period, and that the Portfolio outperformed the Russell 2500 Value Index in the 1- and 3-year and since inception periods but underperformed that index in the 5-year period and outperformed the Russell 2500 Index in the 1-year and since inception periods but underperformed that index in the 3- and 5-year periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

19

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 75 basis points was higher than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 2 basis points. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	403.3	Small/Mid Cap Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.02% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days written notice.

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

21

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20%	0.83%	December 31
	Class B    1.45%	1.08%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$403.3	Small & Mid Cap Value Schedule 95 bp on 1st $25m 75 bp on next $25m 65 bp on next $50m 55 bp on the balance Minimum account size $25m	0.600	%	0.750	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

22

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Small/Mid Cap Value Fund, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Small/Mid Cap Value Fund⁵. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Small Mid/Cap Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee	Portfolio Adv. Fee
Small/Mid Cap Value Portfolio	Small/Mid Cap Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750%	0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee	Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Client #1	0.50%	0.500%	0.750%
	Client #2	0.72% on 1st $25 million 0.54% on next $225 million 0.50% thereafter	0.536%	0.750%
	Client #3	0.80% on 1st $25 million 0.60% thereafter	0.612%	0.750%
	Client #4	0.613% on 1st $150 million 0.495% thereafter	0.539%	0.750%

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁶ at the approximate current asset level of the Portfolio.⁷

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively Small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

7 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee8	Lipper Group Median	Rank
Small/Mid Cap Value Portfolio	0.750	0.718	11/18

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)10	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Small/Mid Cap Value Portfolio	0.860	0.869	9/18	0.869	13/26

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than it does on a management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $738,258 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payment in the amount of $549,986 on behalf of the Portfolio to ABI.

8 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee would not reflect any advisory fee waivers or expense reimbursements related to expense caps that would effectively reduce the actual management fee.

9 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

10 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹¹

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹² subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹³ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th – 75^th percentile range of their comparable peers.¹⁴ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

11 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2007.

12 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

13 The Deli study was originally published in 2002 based on 1997 data.

14 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, and 5 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended January 31, 2008.¹⁷

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–4.21	–6.23	–6.40	7/18	10/32
3 year	7.33	7.16	6.99	8/16	13/27
5 year	15.71	15.41	14.95	6/14	8/23

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmark.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Small/Mid Cap Value Portfolio	–4.21	7.33	15.71	11.77	12.03	1.00	5
Russell 2500 Value Index	–12.53	6.16	16.04	10.27	12.32	1.00	5
Russell 2500 Index	–7.32	7.34	16.15	8.18	N/A	N/A	5
Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

15 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

17 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

18 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

19 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Utility Income Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

UTILITY INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Utility Income Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	964.33	$	4.49	0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.29	$	4.62	0.92	%
Class B
Actual	$	1,000	$	963.27	$	5.71	1.17	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.05	$	5.87	1.17	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

UTILITY INCOME PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Entergy Corp. (Common and Preferred)	$	2,802,116	3.7	%
Williams Cos, Inc.		2,396,429	3.2
Sempra Energy		2,386,367	3.2
Exelon Corp.		2,293,980	3.1
Equitable Resources, Inc.		2,285,886	3.0
FirstEnergy Corp.		2,272,308	3.0
AES Tiete SA		2,265,878	3.0
PPL Corp.		1,960,125	2.6
NRG Energy, Inc.		1,934,790	2.6
FPL Group, Inc.		1,783,776	2.4
	$	22,381,655	29.8	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Utilities	$	56,791,936	74.9	%
Telecommunication Services		10,444,926	13.8
Energy		5,189,184	6.8
Industrials		1,479,336	1.9
Other Instruments		860,200	1.1
Short-Term Investments		1,115,000	1.5
Total Investments	$	75,880,582	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

UTILITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–94.4%
UTILITIES–73.5%
ELECTRIC UTILITIES–36.4%
Allegheny Energy, Inc.	35,350	$	1,771,388
American Electric Power Co., Inc.	18,983		763,686
CEZ	6,200		550,633
CLP Holdings Ltd.	163,000		1,397,855
CPFL Energia SA (ADR)	9,400		642,584
Duke Energy Corp.	61,948		1,076,656
E.ON AG	6,400		1,289,282
Edison International	27,500		1,412,950
Electricite de France	8,000		757,849
Eletropaulo Metropolitana Eletricidade de Sao Paulo SA–Class B	35,744		838,360
Enel SpA	70,750		671,165
Entergy Corp.	10,700		1,289,136
Exelon Corp.	25,500		2,293,980
FirstEnergy Corp.	27,600		2,272,308
Fortum Oyj	31,700		1,604,516
FPL Group, Inc.	27,200		1,783,776
ITC Holdings Corp.	29,300		1,497,523
PPL Corp.	37,500		1,960,125
Progress Energy, Inc.	24,800		1,037,384
Scottish & Southern Energy PLC	42,291		1,178,344
The Southern Co.	35,500		1,239,660
			27,329,160
GAS UTILITIES–10.1%
Equitable Resources, Inc.	33,100		2,285,886
Hong Kong & China Gas Co. Ltd.	514,250		1,223,692
New Jersey Resources Corp.	19,650		641,572
Oneok, Inc.	36,500		1,782,295
Questar Corp.	23,500		1,669,440
			7,602,885
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–11.8%
The AES Corp.(a)	47,400		910,554
AES Tiete SA	186,374		2,265,878
Constellation Energy Group, Inc.	12,400		1,018,040
Dynegy, Inc.–Class A(a)	117,663		1,006,019
NRG Energy, Inc.(a)	45,100		1,934,790
Ormat Technologies, Inc.	18,600		914,748
Tractebel Energia SA	56,500		842,337
			8,892,366
MULTI-UTILITIES–15.2%
Centerpoint Energy, Inc.	102,100		1,638,705
MDU Resources Group, Inc.	17,900		623,994
National Grid PLC (Sponsored) (ADR)	11,238		741,371
NSTAR	45,400		1,535,428
PG&E Corp.	16,600		658,854
Public Service Enterprise Group, Inc.	38,600		1,772,898
Sempra Energy	42,274		2,386,367

Company	Shares	U.S. $ Value
Suez SA	7,100	$	481,293
Xcel Energy, Inc.	80,500		1,615,635
			11,454,545
			55,278,956
TELECOMMUNICATION SERVICES–13.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–9.7%
AT&T, Inc.	31,905		1,074,880
Chunghwa Telecom Co. Ltd. (ADR)	37,909		961,751
Telefonica SA	21,400		566,326
Tw Telecom, Inc.–Class A(a)	80,200		1,285,606
Verizon Communications, Inc.	43,600		1,543,440
Vimpel-Communications (Sponsored) (ADR)	38,900		1,154,552
Windstream Corp.	57,000		703,380
			7,289,935
WIRELESS TELECOMMUNICATION SERVICES–4.2%
America Movil SAB de CV Series L (ADR)	18,960		1,000,140
MTN Group Ltd.	45,000		712,305
Sprint Nextel Corp.	43,000		408,500
Vodafone Group PLC (ADR)	35,100		1,034,046
			3,154,991
			10,444,926
ENERGY–5.0%
OIL, GAS & CONSUMABLE FUELS–5.0%
China Shenhua Energy Co. Ltd.–Class H	141,500		556,900
Peabody Energy Corp.	4,800		422,640
Spectra Energy Corp	14,300		410,982
Williams Cos, Inc.	59,450		2,396,429
			3,786,951
INDUSTRIALS–2.0%
CONSTRUCTION & ENGINEERING–2.0%
Fluor Corp.	7,950		1,479,336
Total Common Stocks (cost $52,075,623)			70,990,169
CONVERTIBLE–PREFERRED STOCKS–2.0%
UTILITIES–2.0%
ELECTRIC UTILITIES–2.0%
Entergy Corp. 7.625% (cost $1,065,400)	21,400		1,512,980

3

UTILITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INVESTMENT COMPANIES–1.9%
ENERGY–1.9%
OIL, GAS & CONSUMABLE FUELS–1.9%
Tortoise Energy Capital Corp. (cost $1,411,234)	55,534	$	1,402,233
NON-CONVERTIBLE– PREFERRED STOCKS–1.1%
OTHER INSTRUMENTS–1.1%
Georgia Power Co. 6.00% (cost $861,200)	34,000		860,200

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.5%
TIME DEPOSIT–1.5%
Bank of New York 1.00%, 7/01/08 (cost $1,115,000)	$	1,115	$	1,115,000
TOTAL INVESTMENTS–100.9% (cost $56,528,457)				75,880,582
Other assets less liabilities–(0.9)%				(708,369	)
NET ASSETS–100.0%			$	75,172,213

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

UTILITY INCOME PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	61,402,243		$	–0	–
Level 2	$	14,478,339			–0	–
Level 3		–0	–		–0	–
Total	$	75,880,582		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

5

UTILITY INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $56,528,457)	$	75,880,582
Cash		13,801
Dividends and interest receivable		184,541
Receivable for capital stock sold		24,549
Total assets		76,103,473
LIABILITIES
Payable for investment securities purchased		596,434
Payable for capital stock redeemed		193,351
Advisory fee payable		34,540
Administrative fee payable		25,345
Distribution fee payable		3,174
Transfer Agent fee payable		85
Accrued expenses		78,331
Total liabilities		931,260
NET ASSETS	$	75,172,213
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,017
Additional paid-in capital		52,085,343
Undistributed net investment income		966,180
Accumulated net realized gain on investment and foreign currency transactions		2,764,751
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		19,352,922
	$	75,172,213

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	59,940,787	2,403,152	$	24.94
B	$	15,231,426	614,009	$	24.81

See notes to financial statements.

6

UTILITY INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $29,749)	$	1,335,166
Interest		12,110
Total investment income		1,347,276
EXPENSES
Advisory fee (see Note B)		212,831
Distribution fee—Class B		19,352
Transfer agency—Class A		945
Transfer agency—Class B		234
Custodian		50,455
Administrative		46,100
Audit		24,000
Printing		8,079
Legal		7,225
Directors’ fees		872
Miscellaneous		3,703
Total expenses		373,796
Net investment income		973,480
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		2,838,838
Foreign currency transactions		(14,536	)
Net change in unrealized appreciation/depreciation of:
Investments		(7,408,705	)
Foreign currency denominated assets and liabilities		543
Net loss on investment and foreign currency transactions		(4,583,860	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(3,610,380	)

See notes to financial statements.

7

UTILITY INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	973,480		$	1,953,308
Net realized gain on investment and foreign currency transactions		2,824,302			8,218,893
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(7,408,162	)		6,272,021
Net increase (decrease) in net assets from operations		(3,610,380	)		16,444,222
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,577,599	)		(1,533,201	)
Class B		(353,633	)		(318,889	)
Net realized gain on investment and foreign currency transactions
Class A		(6,441,134	)		(51,536	)
Class B		(1,605,745	)		(11,702	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		2,311,459			(7,465,877	)
Total increase (decrease)		(11,277,032	)		7,063,017
NET ASSETS
Beginning of period		86,449,245			79,386,228
End of period (including undistributed net investment income of $966,180 and $1,923,932, respectively)	$	75,172,213		$	86,449,245

See notes to financial statements.

8

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Utility Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is current income and long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek current income and capital appreciation by investing primarily in equity and fixed-income securities of companies in the utilities industry. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008 amounted to $35,863, of which $348 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

10

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	14,256,860		$	20,057,855
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	20,176,375
Gross unrealized depreciation		(824,250	)
Net unrealized appreciation	$	19,352,125

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

11

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	713,428		526,823		$	18,258,136		$	14,519,248
Shares issued in reinvestment of dividends and distributions	325,832		58,456			8,018,733			1,584,737
Shares redeemed	(951,268	)	(905,371	)		(24,254,994	)		(24,466,121	)
Net increase (decrease)	87,992		(320,092	)	$	2,021,875		$	(8,362,136	)
Class B
Shares sold	51,467		181,156		$	1,361,308		$	4,923,828
Shares issued in reinvestment of dividends and distributions	80,007		12,249			1,959,378			330,591
Shares redeemed	(113,604	)	(159,441	)		(3,031,102	)		(4,358,160	)
Net increase	17,870		33,964		$	289,584		$	896,259

12

AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	1,852,090	$	1,728,067
Long-term capital gains		63,238		–0	–
Total taxable distributions		1,915,328		1,728,067
Total distributions paid	$	1,915,328	$	1,728,067

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,334,537
Undistributed long-term capital gains		7,619,942
Unrealized appreciation/(depreciation)		26,717,863	(a)
Total accumulated earnings/(deficit)	$	36,672,342

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act,

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UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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UTILITY INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$29.73		$24.85		$20.64		$18.17		$14.95		$12.86
Income From Investment Operations
Net investment income (a)	.34		.65		.59		.53		.43	(b)	.35
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.45	)	4.85		4.20		2.35		3.13		2.18
Net increase (decrease) in net asset value from operations	(1.11	)	5.50		4.79		2.88		3.56		2.53
Less: Dividends and Distributions
Dividends from net investment income	(.72	)	(.60	)	(.58	)	(.41	)	(.34	)	(.44	)
Distributions from net realized gain on investment and foreign currency transactions	(2.96	)	(.02	)	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(3.68	)	(.62	)	(.58	)	(.41	)	(.34	)	(.44	)
Net asset value, end of period	$24.94		$29.73		$24.85		$20.64		$18.17		$14.95
Total Return
Total investment return based on net asset value (c)	(3.57	)%*	22.35	%*	23.76	%	16.05	%	24.33	%	19.88	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$59,941		$68,833		$65,490		$58,468		$52,391		$43,323
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.92	%(d)	.90	%	.95	%(e)	.97	%	1.08	%	1.48	%
Expenses, before waivers and reimbursements	.92	%(d)	.90	%	.95	%(e)	.97	%	1.21	%	1.48	%
Net investment income	2.56	%(d)	2.39	%	2.67	%(e)	2.72	%	2.69	%(b)	2.60	%
Portfolio turnover rate	19	%	34	%	48	%	52	%	48	%	76	%

See footnote summary on page 16.

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UTILITY INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31 ,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$29.55		$24.72		$20.54		$18.10		$14.92		$12.86
Income From Investment Operations
Net investment income (a)	.30		.58		.53		.48		.38	(b)	.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.43	)	4.82		4.19		2.34		3.13		2.21
Net increase (decrease) in net asset value from operations	(1.13	)	5.40		4.72		2.82		3.51		2.49
Less: Dividends and Distributions
Dividends from net investment income	(.65	)	(.55	)	(.54	)	(.38	)	(.33	)	(.43	)
Distributions from net realized gain on investment and foreign currency transactions	(2.96	)	(.02	)	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(3.61	)	(.57	)	(.54	)	(.38	)	(.33	)	(.43	)
Net asset value, end of period	$24.81		$29.55		$24.72		$20.54		$18.10		$14.92
Total Return
Total investment return based on net asset value (c)	(3.67	)%*	22.04	%*	23.49	%	15.76	%	24.01	%	19.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$15,231		$17,616		$13,896		$9,766		$6,517		$2,802
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.17	%(d)	1.16	%	1.20	%(e)	1.22	%	1.30	%	1.73	%
Expenses, before waivers and reimbursements	1.17	%(d)	1.16	%	1.20	%(e)	1.22	%	1.43	%	1.73	%
Net investment income	2.32	%(d)	2.14	%	2.41	%(e)	2.45	%	2.41	%(b)	2.07	%
Portfolio turnover rate	19	%	34	%	48	%	52	%	48	%	76	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 and the year ended December 31, 2007 by 0.03% and 0.27%, respectively.

16

UTILITY INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Utility Income Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

17

UTILITY INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Standard & Poor’s 500 GICS Utilities Composite (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (May 1994 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and Performance Universe for the 1-, 3- and 5-year periods and 2nd quintile of the Performance Group and Performance Universe for the 10-year period, and that the Portfolio outperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the directors that there are no institutional products managed by it which have a substantially similar investment style as the Portfolio. The directors reviewed information in the Adviser’s Form ADV and noted that it charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involve investments in securities of the same type that the Portfolio invests in (i.e., equity securities). The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

18

AllianceBernstein Variable Products Series Fund

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the 11 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (less than $80 million as of February 29, 2008) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Utility Income Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	76.9	Utility Income Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.11% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Utility Income Portfolio	Class A    0.90%	December 31
	Class B    1.16%

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Utility Income Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Utility Income Fund, Inc.⁴ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Utility Income Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Utility Income Portfolio	Utility Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.550	0.550

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

4 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

21

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁵ at the approximate current asset level of the Portfolio.⁶

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee7	Lipper Group Median	Rank
Utility Income Portfolio	0.550	0.675	1/8

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁸ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)9	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Utility Income Portfolio	0.950	0.807	8/8	0.809	10/11

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’

5 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

6 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

7 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

8 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

9 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $39,985 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $85,306 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁰

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹¹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹² study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25^th – 75^th percentile range of their

10 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2007.

11 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

12 The Deli study was originally published in 2002 based on 1997 data.

23

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

comparable peers.¹³ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended January 31, 3008.¹⁶

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	13.80	13.02	13.02	4/8	6/12
3 year	18.26	18.25	18.27	4/7	6/10
5 year	20.57	20.57	20.90	4/7	6/10
10 year	9.48	9.13	9.13	2/6	3/8

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)
Utility Income Portfolio	13.80	18.26	20.57	9.48	10.66
S&P 500 GICS Utility Composite	11.54	15.50	20.54	7.46	9.84
Inception Date: May 11, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

13 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

17 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

18 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each classes’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each classes’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Value Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	837.77	$	2.92	0.64	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.68	$	3.22	0.64	%
Class B
Actual	$	1,000	$	836.22	$	4.11	0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.39	$	4.52	0.90	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	20,243,461	6.9	%
Chevron Corp.		12,302,033	4.2
AT&T, Inc.		11,201,925	3.8
General Electric Co.		9,800,568	3.4
ConocoPhillips		9,391,805	3.2
Pfizer, Inc.		7,529,570	2.6
JP Morgan Chase & Co.		7,143,342	2.4
Verizon Communications, Inc.		6,170,220	2.1
Procter & Gamble Co.		5,910,732	2.0
Bank of America Corp.		5,829,054	2.0
	$	95,522,710	32.6	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	67,214,303	23.1	%
Energy		59,826,409	20.6
Consumer Staples		28,120,186	9.7
Health Care		27,132,470	9.3
Telecommunication Services		21,554,453	7.4
Industrials		20,896,173	7.2
Consumer Discretionary		20,742,496	7.1
Materials		17,868,021	6.2
Information Technology		15,534,576	5.4
Utilities		3,767,800	1.3
Short-Term Investments		7,833,000	2.7
Total Investments	$	290,489,887	100.0	%

* Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–96.6%
FINANCIALS–23.0%
CAPITAL MARKETS–2.1%
Deutsche Bank AG	12,100	$	1,032,735
The Goldman Sachs Group, Inc.	3,600		629,640
Lehman Brothers Holdings, Inc.	18,100		358,561
Merrill Lynch & Co., Inc.	33,100		1,049,601
Morgan Stanley	84,500		3,047,915
			6,118,452
COMMERCIAL BANKS–2.7%
BB&T Corp.	13,500		307,395
Comerica, Inc.	33,800		866,294
Fifth Third Bancorp	35,900		365,462
Keycorp	37,200		408,456
National City Corp.	67,300		321,021
SunTrust Banks, Inc.	19,600		709,912
U.S. Bancorp	37,400		1,043,086
Wachovia Corp.	113,600		1,764,208
Wells Fargo & Co.	85,300		2,025,875
			7,811,709
CONSUMER FINANCE–0.6%
Discover Financial Services	144,000		1,896,480
DIVERSIFIED FINANCIAL SERVICES–6.2%
Bank of America Corp.	244,200		5,829,054
Citigroup, Inc.	302,800		5,074,928
JP Morgan Chase & Co.	208,200		7,143,342
			18,047,324
INSURANCE–9.7%
ACE Ltd.	42,100		2,319,289
Allstate Corp.	65,000		2,963,350
American International Group, Inc.	139,400		3,688,524
Chubb Corp.	51,200		2,509,312
Fidelity National Financial, Inc.–Class A	62,700		790,020
Genworth Financial, Inc.– Class A	91,100		1,622,491
Hartford Financial Services Group, Inc.	40,700		2,627,999
MetLife, Inc.	46,000		2,427,420
Old Republic International Corp.	70,300		832,352
PartnerRe Ltd.	4,300		297,259
RenaissanceRe Holdings Ltd.	16,300		728,121
Safeco Corp.	20,700		1,390,212
Torchmark Corp.	12,700		744,855
The Travelers Co., Inc.	63,600		2,760,240
Unum Group	95,000		1,942,750
XL Capital Ltd.–Class A	31,700		651,752
			28,295,946
THRIFTS & MORTGAGE FINANCE–1.7%
Federal Home Loan Mortgage Corp.	96,300		1,579,320
Federal National Mortgage Association	120,800		2,356,808

Company	Shares	U.S. $ Value
Washington Mutual, Inc. (Private Placement)(a)	163,600	$	806,548
Washington Mutual, Inc.	61,200		301,716
			5,044,392
			67,214,303
ENERGY–20.4%
OIL, GAS & CONSUMABLE FUELS–20.4%
Anadarko Petroleum Corp.	46,900		3,509,996
Apache Corp.	16,500		2,293,500
BP PLC (Sponsored) (ADR)	24,800		1,725,336
Chevron Corp.	124,100		12,302,033
ConocoPhillips	99,500		9,391,805
Devon Energy Corp.	8,100		973,296
Exxon Mobil Corp.	229,700		20,243,461
Marathon Oil Corp.	35,600		1,846,572
Occidental Petroleum Corp.	16,900		1,518,634
Royal Dutch Shell PLC (ADR)	21,900		1,789,449
Sunoco, Inc.	14,900		606,281
Total SA (Sponsored) (ADR)	23,400		1,995,318
Valero Energy Corp.	39,600		1,630,728
			59,826,409
CONSUMER STAPLES–9.6%
BEVERAGES–1.6%
The Coca-Cola Co.	11,500		597,770
Coca-Cola Enterprises, Inc.	93,000		1,608,900
Molson Coors Brewing Co.–Class B	17,300		939,909
Pepsi Bottling Group, Inc.	54,000		1,507,680
			4,654,259
FOOD & STAPLES RETAILING–2.2%
The Kroger Co.	59,500		1,717,765
Safeway, Inc.	63,200		1,804,360
Supervalu, Inc.	68,100		2,103,609
Wal-Mart Stores, Inc.	14,500		814,900
			6,440,634
FOOD PRODUCTS–1.7%
ConAgra Foods, Inc.	53,000		1,021,840
Del Monte Foods Co.	76,600		543,860
Kraft Foods, Inc.–Class A	22,400		637,280
Sara Lee Corp.	119,800		1,467,550
Tyson Foods, Inc.–Class A	80,200		1,198,188
			4,868,718
HOUSEHOLD PRODUCTS–2.0%
Procter & Gamble Co.	97,200		5,910,732
TOBACCO–2.1%
Altria Group, Inc.	76,900		1,581,064
Philip Morris International, Inc.	66,100		3,264,679
Reynolds American, Inc.	30,000		1,400,100
			6,245,843
			28,120,186

3

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE–9.3%
BIOTECHNOLOGY–0.6%
Amgen, Inc.(a)	37,800	$	1,782,648
HEALTH CARE PROVIDERS & SERVICES–1.4%
AmerisourceBergen Corp.– Class A	16,600		663,834
Cardinal Health, Inc.	28,700		1,480,346
McKesson Corp.	31,800		1,777,938
			3,922,118
PHARMACEUTICALS–7.3%
GlaxoSmithKline PLC (Sponsored) (ADR)	34,500		1,525,590
Johnson & Johnson	53,500		3,442,190
Merck & Co., Inc.	92,300		3,478,787
Pfizer, Inc.	431,000		7,529,570
Sanofi-Aventis SA (ADR)	38,500		1,279,355
Schering-Plough Corp.	82,800		1,630,332
Wyeth	53,000		2,541,880
			21,427,704
			27,132,470
TELECOMMUNICATION SERVICES–7.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–6.0%
AT&T, Inc.	332,500		11,201,925
Verizon Communications, Inc.	174,300		6,170,220
			17,372,145
WIRELESS TELECOMMUNICATION SERVICES–1.4%
Sprint Nextel Corp.	254,800		2,420,600
Vodafone Group PLC Sponsored (ADR)	59,800		1,761,708
			4,182,308
			21,554,453
INDUSTRIALS–7.1%
AEROSPACE & DEFENSE–0.7%
Lockheed Martin Corp.	5,700		562,362
Northrop Grumman Corp.	25,000		1,672,500
			2,234,862
COMMERCIAL SERVICES & SUPPLIES–0.6%
Allied Waste Industries, Inc.(a)	137,100		1,730,202
INDUSTRIAL CONGLOMERATES–4.6%
3M Co.	12,500		869,875
General Electric Co.	367,200		9,800,568
Tyco International Ltd.	67,770		2,713,511
			13,383,954

Company	Shares	U.S. $ Value
MACHINERY–0.6%
Caterpillar, Inc.	22,500	$	1,660,950
ROAD & RAIL–0.6%
Avis Budget Group, Inc.(a)	36,900		308,853
Ryder System, Inc.	22,900		1,577,352
			1,886,205
			20,896,173
CONSUMER DISCRETIONARY–7.1%
AUTO COMPONENTS–0.7%
Autoliv, Inc.	27,900		1,300,698
Magna International, Inc.– Class A	14,500		858,980
			2,159,678
AUTOMOBILES–0.3%
General Motors Corp.	80,700		928,050
HOTELS, RESTAURANTS & LEISURE–0.2%
McDonald’s Corp.	9,000		505,980
HOUSEHOLD DURABLES–0.6%
Black & Decker Corp.	13,500		776,385
Centex Corp.	29,600		395,752
KB Home	31,200		528,216
Newell Rubbermaid, Inc.	13,100		219,949
			1,920,302
LEISURE, EQUIPMENT & PRODUCTS–0.2%
Brunswick Corp.	53,500		567,100
MEDIA–2.1%
CBS Corp.–Class B	83,300		1,623,517
Gannett Co., Inc.	63,000		1,365,210
Time Warner, Inc.	91,800		1,358,640
Viacom, Inc.–Class B(a)	41,300		1,261,302
The Walt Disney Co.	13,500		421,200
			6,029,869
MULTILINE RETAIL–0.9%
Family Dollar Stores, Inc.	48,800		973,072
Macy’s, Inc.	79,700		1,547,774
			2,520,846
SPECIALTY RETAIL–1.6%
The Gap, Inc.	89,200		1,486,964
Home Depot, Inc.	86,100		2,016,462
Limited Brands, Inc.	39,500		665,575
Office Depot, Inc.(a)	43,000		470,420
			4,639,421
TEXTILES APPAREL & LUXURY GOODS–0.5%
Jones Apparel Group, Inc.	107,000		1,471,250
			20,742,496

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MATERIALS–6.1%
CHEMICALS–2.5%
Ashland, Inc.	22,300	$	1,074,860
Dow Chemical Co.	91,600		3,197,756
E.I. Du Pont de Nemours & Co.	69,200		2,967,988
			7,240,604
CONTAINERS & PACKAGING–1.6%
Ball Corp.	38,300		1,828,442
Owens-Illinois, Inc.(a)	34,900		1,454,981
Smurfit-Stone Container Corp.(a)	82,700		336,589
Sonoco Products Co.	40,400		1,250,380
			4,870,392
METALS & MINING–2.0%
Alcoa, Inc.	81,800		2,913,716
ArcelorMittal	28,700		2,843,309
			5,757,025
			17,868,021
INFORMATION TECHNOLOGY–5.3%
COMMUNICATIONS EQUIPMENT–0.3%
Motorola, Inc.	124,500		913,830
COMPUTERS & PERIPHERALS–1.1%
International Business Machines Corp.	8,300		983,799
Lexmark International, Inc.–Class A(a)	36,100		1,206,823
Western Digital Corp.(a)	31,600		1,091,148
			3,281,770
ELECTRONIC EQUIPMENT & INSTRUMENTS–2.5%
Arrow Electronics, Inc.(a)	42,800		1,314,816
Avnet, Inc.(a)	55,600		1,516,768
Flextronics International Ltd.(a)	211,318		1,986,389
Ingram Micro, Inc.–Class A(a)	55,200		979,800
Sanmina-SCI Corp.(a)	111,000		142,080
Tech Data Corp.(a)	21,100		715,079
Vishay Intertechnology, Inc.(a)	66,500		589,855
			7,244,787

Company	Shares		U.S. $ Value
IT SERVICES–0.7%
Electronic Data Systems Corp.		81,900	$	2,018,016
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.7%
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored) (ADR)		190,300		2,076,173
				15,534,576
UTILITIES–1.3%
ELECTRIC UTILITIES–0.7%
Entergy Corp.		9,400		1,132,512
Pinnacle West Capital Corp.		26,600		818,482
				1,950,994
MULTI-UTILITIES–0.6%
Dominion Resources, Inc.		35,400		1,681,146
Wisconsin Energy Corp.		3,000		135,660
				1,816,806
				3,767,800
Total Common Stocks (cost $320,237,810)				282,656,887
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.7%
TIME DEPOSIT–2.7%
Bank of New York 1.00%, 7/01/08 (cost $7,833,000)	$	7,833		7,833,000
TOTAL INVESTMENTS–99.3% (cost $328,070,810)				290,489,887
Other assets less liabilities–0.7%				2,097,845
NET ASSETS–100.0%			$	292,587,732

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities		Other Financial Instruments*
Level 1	$	281,850,339	$	–0	–
Level 2		7,833,000		–0	–
Level 3		806,548		–0	–
Total	$	290,489,887	$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		(624,952	)		–0	–
Net purchases (sales)		1,431,500			–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 06/30/08	$	806,548		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(624,952	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

6

VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $328,070,810)	$	290,489,887
Cash		612
Receivable for investment securities sold		1,190,342
Receivable for capital stock sold		615,706
Dividends and interest receivable		588,494
Total assets		292,885,041
LIABILITIES
Advisory fee payable		140,411
Distribution fee payable		63,327
Custodian fee payable		31,240
Administrative fee payable		25,098
Audit fee payable		17,922
Payable for capital stock redeemed		5,093
Transfer Agent fee payable		84
Accrued expenses		14,134
Total liabilities		297,309
NET ASSETS	$	292,587,732
COMPOSITION OF NET ASSETS
Capital stock, at par	$	27,178
Additional paid-in capital		322,617,982
Undistributed net investment income		3,230,294
Accumulated net realized gain on investment transactions		4,293,201
Net unrealized depreciation of investments		(37,580,923	)
	$	292,587,732

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	2,232,415	205,514	$	10.86
B	$	290,355,317	26,972,235	$	10.76

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $42,612)	$	4,657,319
Interest		61,248
Total investment income		4,718,567
EXPENSES
Advisory fee (see Note B)		875,318
Distribution fee—Class B		394,417
Transfer agency—Class A		17
Transfer agency—Class B		1,864
Custodian		51,925
Administrative		46,100
Audit		24,000
Printing		17,238
Legal		8,376
Directors’ fees		887
Miscellaneous		1,757
Total expenses		1,421,899
Net investment income		3,296,668
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		5,267,284
Net change in unrealized appreciation/depreciation of investments		(64,917,506	)
Net loss on investment transactions		(59,650,222	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(56,353,554	)

See notes to financial statements.

8

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	3,296,668		$	6,065,733
Net realized gain on investment transactions		5,267,284			14,647,507
Net change in unrealized appreciation/depreciation of investments		(64,917,506	)		(35,981,133	)
Net decrease in net assets from operations		(56,353,554	)		(15,267,893	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(57,044	)		(49,063	)
Class B		(6,041,578	)		(3,942,894	)
Net realized gain on investment transactions
Class A		(127,985	)		(96,737	)
Class B		(15,403,529	)		(9,006,172	)
CAPITAL STOCK TRANSACTIONS
Net increase		38,048,736			51,206,829
Total increase (decrease)		(39,934,954	)		22,844,070
NET ASSETS
Beginning of period		332,522,686			309,678,616
End of period (including undistributed net investment income of $3,230,294 and $6,032,248, respectively)	$	292,587,732		$	332,522,686

See notes to financial statements.

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio commenced operations on May 1, 2001. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

10

AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008, there were no such expenses waived by the Adviser.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $56,242, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	63,980,406		$	45,926,462
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	34,558,787
Gross unrealized depreciation		(72,139,710	)
Net unrealized depreciation	$	(37,580,923	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

12

AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	12,049		206,091		$	147,780		$	3,225,348
Shares issued in reinvestment of dividends and distributions	15,317		9,376			185,029			145,800
Shares redeemed	(59,229	)	(47,296	)		(739,159	)		(696,046	)
Net increase (decrease)	(31,863	)	168,171		$	(406,350	)	$	2,675,102
Class B
Shares sold	2,702,027		5,790,699		$	34,427,363		$	86,474,219
Shares issued in reinvestment of dividends and distributions	1,790,076		839,758			21,445,107			12,949,066
Shares redeemed	(1,394,182	)	(3,402,775	)		(17,417,384	)		(50,891,558	)
Net increase	3,097,921		3,227,682		$	38,455,086		$	48,531,727

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	4,471,057	$	2,470,139
Net long-term capital gains		8,623,809		6,241,661
Total distributions paid	$	13,094,866	$	8,711,800

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,980,701
Undistributed long-term capital gains		11,474,397
Accumulated capital and other losses		(861,183	)(a)
Unrealized appreciation/(depreciation)		27,332,347	(b)
Total accumulated earnings/(deficit)	$	47,926,262

(a) Net capital losses and net foreign currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2007, the Portfolio deferred to January 1, 2008, post October capital losses of $861,183.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged

14

AllianceBernstein Variable Products Series Fund

shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004(a)		2003
Net asset value, beginning of period	$13.92		$15.08		$12.94		$12.63		$11.20		$8.76
Income From Investment Operations
Net investment income (b)	.14		.32		.26		.22	(c)	.25	(c)	.16	(c)
Net realized and unrealized gain (loss) on investment transactions	(2.30	)	(.85	)	2.42		.49		1.18		2.36
Net increase (decrease) in net asset value from operations	(2.16	)	(.53	)	2.68		.71		1.43		2.52
Less: Dividends and Distributions
Dividends from net investment income	(.28	)	(.21	)	(.16	)	(.18	)	–0	–	(.08	)
Distributions from net realized gain on investment transactions	(.62	)	(.42	)	(.38	)	(.22	)	–0	–	–0	–
Total dividends and distributions	(.90	)	(.63	)	(.54	)	(.40	)	–0	–	(.08	)
Net asset value, end of period	$10.86		$13.92		$15.08		$12.94		$12.63		$11.20
Total Return
Total investment return based on net asset value (d)	(16.22	)%	(3.95	)%	21.32	%	5.74	%	12.77	%	28.94	%
Ratios/Supplemental Data
Net assets, end of period	$2,233		$3,305,460		$1,043,677		$290,673		$5,699		$239
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.64	%(e)	.65	%	.69	%(f)	.73	%	.79	%(e)	.99	%
Expenses, before waivers and reimbursements	.64	%(e)	.65	%	.69	%(f)	.74	%	.98	%(e)	1.06	%
Net investment income	2.30	%(e)	2.17	%	1.89	%(f)	1.74	%(c)	2.02	%(c)(e)	1.51	%(c)
Portfolio turnover rate	15	%	20	%	17	%	21	%	27	%	27	%

See footnote summary on page 17.

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AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$13.79		$14.95		$12.84		$12.54		$11.16		$8.75
Income From Investment Operations
Net investment income (b)	.13		.27		.22		.17	(c)	.17	(c)	.12	(c)
Net realized and unrealized gain (loss) on investment transactions	(2.30	)	(.83	)	2.40		.50		1.31		2.36
Net increase (decrease) in net asset value from operations	(2.17	)	(.56	)	2.62		.67		1.48		2.48
Less: Dividends and Distributions
Dividends from net investment income	(.24	)	(.18	)	(.13	)	(.15	)	(.10	)	(.07	)
Distributions from net realized gain on investment transactions	(.62	)	(.42	)	(.38	)	(.22	)	–0	–	–0	–
Total dividends and distributions	(.86	)	(.60	)	(.51	)	(.37	)	(.10	)	(.07	)
Net asset value, end of period	$10.76		$13.79		$14.95		$12.84		$12.54		$11.16
Total Return
Total investment return based on net asset value (d)	(16.38	)%	(4.16	)%	21.03	%	5.48	%	13.37	%	28.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$290,355		$329,217		$308,635		$191,583		$151,793		$117,561
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.90	%(e)	.90	%	.94	%(f)	.98	%	.97	%	1.24	%
Expenses, before waivers and reimbursements	.90	%(e)	.90	%	.94	%(f)	.99	%	1.15	%	1.33	%
Net investment income	2.07	%(e)	1.82	%	1.64	%(f)	1.38	%(c)	1.45	%(c)	1.29	%(c)
Portfolio turnover rate	15	%	20	%	17	%	21	%	27	%	27	%

(a) There were no Class A shares outstanding for the period May 11, 2004 through October 3, 2004.

(b) Based on average shares outstanding.

(c) Net of expenses waived or reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

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VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Value Portfolio (the “Portfolio”) at a meeting held on May 6-8, 2008.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2006 and 2007 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

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AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2008 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of similar funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2008 and (in the case of the Index) the since inception period (July 2002 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period and 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3- and 5-year periods, and that the Portfolio underperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services since the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s contractual effective advisory fee rate, at approximate current size, of 55 basis points, plus the 3 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap) was lower than the Expense Group and Expense Universe medians. The directors concluded that the Fund’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/29/08 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	313.7	Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $94,000 (0.03% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days written notice. It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the

1 It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Directors on May 6-8, 2008.

2 Future references to the Portfolio and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Portfolios, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
Value Portfolio	Class A    1.20%	0.65%	December 31
	Class B    1.45%	0.90%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 29, 2008 net assets:

Portfolio	Net Assets 02/29/08 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
Value Portfolio	$	313.7	Diversified Value Schedule 65 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.342	0.550

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Value Fund, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Value Fund⁵. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Adv. Fee (%)
Value Portfolio	Value Fund	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.550	0.550

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Value Portfolio	Client #1	0.25% on 1st $500 million 0.20% thereafter	0.250		0.550
	Client #26	0.50% on 1st $1 billion 0.40% on next $1 billion 0.30% on next $1 billion 0.20% thereafter	0.500		0.550
	Client #3	0.23% on 1st $300 million 0.20% thereafter	0.229		0.550
	Client #4	0.60% on 1st $10 million 0.50% on next $15 million 0.40% on next $25 million 0.30% on next $50 million 0.25% on next $50 million 0.225% on next $50 million 0.20% thereafter	0.271		0.550
	Client #6	0.27% on 1st $300 million 0.16% on next $700 million 0.13% thereafter	0.265		0.550
	Client #7	0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% thereafter +/- Performance Fee7	0.150	8	0.550
	Client #8	0.35%	0.350		0.550

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Funds by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

5 It should be noted that the AllianceBernstein Mutual Portfolio was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Portfolio.

6 This is the fee schedule of a Portfolio managed by an affiliate of the Adviser. Assets are aggregated with other General Equity Portfolios for purposes of calculating the investment advisory fee.

7 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark over a cumulative 36-month period. The performance adjustment factor can range from –50% to +50% of the base fee.

8 This calculation excludes the performance fee.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Value Portfolio	0.550	0.750	3/15

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Value Portfolio	0.688	0.800	3/15	0.806	7/30

Based on this analysis, the Portfolio has equally favorable rankings on a management fee basis and a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2007, relative to 2006.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into

9 It should be noted that Lipper does not consider average account size when constructing EGs. Portfolios with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized Portfolios that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different Portfolios categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee would not reflect any advisory fee waivers or expense reimbursements related to expense caps that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2007, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $825,695 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2007, the Adviser determined that it made payments in the amount of $703,976 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁴

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁶ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th – 75th percentile range of their

14 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2007.

15 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

16 The Deli study was originally published in 2002 based on 1997 data.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

comparable peers.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.

The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended January 31, 2008.²⁰

	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–8.16	–4.50	–6.65	13/15	28/42
3 year	6.51	7.37	6.72	11/14	21/37
5 year	12.02	12.24	12.29	9/14	20/35

17 The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including or excluding a Portfolio from a PU is somewhat different from that of an EU.

20 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending January 31, 2008 Annualized Performance
	1 Year (%)		3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Value Portfolio	–	8.16	6.51	12.02	12.17	9.41	0.91	5
Russell 1000 Value Index	–	5.38	8.48	14.25	13.87	9.28	1.13	5
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2008

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein U.S. Large Cap Blended Style Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

U.S. Large Cap Blended Style	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	852.88	$	5.53	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.90	$	6.02	1.20	%
Class B
Actual	$	1,000	$	851.30	$	6.67	1.45	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.65	$	7.27	1.45	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	475,902	3.5	%
Apple, Inc.		471,344	3.5
Google, Inc.—Class A		463,250	3.4
Hewlett-Packard Co.		350,143	2.6
Chevron Corp.		302,347	2.2
AT&T, Inc.		282,996	2.1
Schlumberger Ltd.		282,004	2.1
Monsanto Co.		278,168	2.1
Gilead Sciences, Inc.		263,426	2.0
CME Group, Inc.—Class A		249,073	1.8
	$	3,418,653	25.3	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	2,466,224	18.5	%
Financials		2,321,428	17.4
Energy		2,210,432	16.6
Health Care		1,797,097	13.5
Consumer Staples		1,242,609	9.3
Industrials		912,244	6.8
Materials		865,543	6.5
Consumer Discretionary		724,005	5.4
Telecommunication Services		680,206	5.1
Utilities		124,321	0.9
Total Investments	$	13,344,109	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.9%
INFORMATION TECHNOLOGY–18.3%
COMMUNICATIONS EQUIPMENT–4.2%
Cisco Systems, Inc.(a)	8,875	$	206,433
Motorola, Inc.	6,600		48,444
Nokia OYJ (Sponsored)–Class A (ADR)	1,450		35,525
QUALCOMM, Inc.	1,625		72,101
Research In Motion Ltd.(a)	1,760		205,744
			568,247
COMPUTERS & PERIPHERALS–6.5%
Apple, Inc.(a)	2,815		471,344
Hewlett-Packard Co.	7,920		350,143
International Business Machines Corp.	200		23,706
Lexmark International, Inc.–Class A(a)	900		30,087
			875,280
ELECTRONIC EQUIPMENT & INSTRUMENTS–1.1%
Arrow Electronics, Inc.(a)	1,000		30,720
Avnet, Inc.(a)	1,200		32,736
Flextronics International Ltd.(a)	3,600		33,840
Ingram Micro, Inc.–Class A(a)	1,300		23,075
Sanmina-SCI Corp.(a)	3,000		3,840
Tech Data Corp.(a)	500		16,945
			141,156
INTERNET SOFTWARE & SERVICES–3.4%
Google, Inc.–Class A(a)	880		463,250
IT SERVICES–0.1%
Electronic Data Systems Corp.	500		12,320
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.1%
Broadcom Corp.–Class A(a)	1,337		36,486
Intel Corp.	1,100		23,628
MEMC Electronic Materials, Inc.(a)	2,170		133,542
Nvidia Corp.(a)	4,825		90,324
			283,980
SOFTWARE–0.9%
Electronic Arts, Inc.(a)	450		19,993
Microsoft Corp.	650		17,882
Salesforce.com, Inc.(a)	700		47,761
VMware, Inc.–Class A(a)	675		36,355
			121,991
			2,466,224
FINANCIALS–17.2%
CAPITAL MARKETS–3.6%
The Blackstone Group LP	1,675		30,502
Deutsche Bank AG	375		32,006

Company	Shares	U.S. $ Value
Franklin Resources, Inc.	1,315	$	120,520
The Goldman Sachs Group, Inc.	675		118,057
Lehman Brothers Holdings, Inc.	500		9,905
Merrill Lynch & Co., Inc.	3,000		95,130
Morgan Stanley	2,000		72,140
			478,260
COMMERCIAL BANKS–1.5%
Comerica, Inc.	900		23,067
Fifth Third Bancorp	1,700		17,306
Keycorp	600		6,588
SunTrust Banks, Inc.	135		4,890
U.S. Bancorp	800		22,312
Wachovia Corp.	3,800		59,014
Wells Fargo & Co.	2,800		66,500
			199,677
CONSUMER FINANCE–0.3%
Discover Financial Services	3,400		44,778
DIVERSIFIED FINANCIAL SERVICES–5.5%
Bank of America Corp.	6,400		152,768
Citigroup, Inc.	7,600		127,376
CME Group, Inc.–Class A	650		249,073
JP Morgan Chase & Co.	5,100		174,981
NYSE Euronext	810		41,035
			745,233
INSURANCE–5.3%
ACE Ltd.	1,100		60,599
Allstate Corp.	1,500		68,385
American International Group, Inc.	3,300		87,318
Chubb Corp.	275		13,478
Everest Re Group Ltd.	475		37,862
Genworth Financial, Inc.–Class A	2,400		42,744
Hartford Financial Services Group, Inc.	900		58,113
MetLife, Inc.	1,500		79,155
Old Republic International Corp.	1,800		21,312
Renaissancere Holdings Ltd.	800		35,736
Safeco Corp.	500		33,580
Torchmark Corp.	600		35,190
The Travelers Co., Inc.	2,000		86,800
Unum Group	2,100		42,945
XL Capital Ltd.–Class A	600		12,336
			715,553
THRIFTS & MORTGAGE FINANCE–1.0%
Federal Home Loan Mortgage Corp.	2,100		34,440
Federal National Mortgage Association	4,900		95,599
Washington Mutual, Inc.	1,600		7,888
			137,927
			2,321,428

3

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
ENERGY–16.4%
ENERGY EQUIPMENT & SERVICES–4.2%
Baker Hughes, Inc.	525	$	45,853
Cameron International Corp.(a)	1,200		66,420
National Oilwell Varco, Inc.(a)	850		75,412
Schlumberger Ltd.	2,625		282,004
Transocean, Inc.(a)	610		92,958
			562,647
OIL, GAS & CONSUMABLE FUELS–12.2%
Anadarko Petroleum Corp.	1,100		82,324
Apache Corp.	625		86,875
BP PLC (Sponsored) (ADR)	600		41,742
Chevron Corp.	3,050		302,347
ConocoPhillips	2,400		226,536
Devon Energy Corp.	200		24,032
EOG Resources, Inc.	1,475		193,520
Exxon Mobil Corp.	5,400		475,902
Marathon Oil Corp.	700		36,309
Occidental Petroleum Corp.	400		35,944
Royal Dutch Shell PLC (ADR)	500		40,855
Sunoco, Inc.	425		17,293
Total SA (Sponsored) (ADR)	600		51,162
Valero Energy Corp.	800		32,944
			1,647,785
			2,210,432
HEALTH CARE–13.3%
BIOTECHNOLOGY–4.4%
Amgen, Inc.(a)	700		33,012
Celgene Corp.(a)	2,950		188,416
Genentech, Inc.(a)	1,475		111,953
Gilead Sciences, Inc.(a)	4,975		263,426
			596,807
HEALTH CARE EQUIPMENT & SUPPLIES–2.2%
Alcon, Inc.	1,050		170,930
Baxter International, Inc.	1,150		73,531
Becton Dickinson & Co.	650		52,845
			297,306
HEALTH CARE PROVIDERS & SERVICES–1.4%
Cardinal Health, Inc.	600		30,948
Medco Health Solutions, Inc.(a)	3,400		160,480
			191,428
PHARMACEUTICALS–5.3%
Abbott Laboratories	2,600		137,722
Johnson & Johnson	1,200		77,208
Merck & Co., Inc.	2,000		75,380
Pfizer, Inc.	10,500		183,435
Sanofi-Aventis SA (ADR)	1,000		33,230
Schering-Plough Corp.	1,900		37,411
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	3,650		167,170
			711,556
			1,797,097

Company	Shares	U.S. $ Value
CONSUMER STAPLES–9.2%
BEVERAGES–1.7%
The Coca-Cola Co.	1,475	$	76,671
Coca-Cola Enterprises, Inc.	2,100		36,330
Pepsi Bottling Group, Inc.	1,200		33,504
PepsiCo, Inc.	1,275		81,077
			227,582
FOOD & STAPLES RETAILING–2.6%
Costco Wholesale Corp.	1,600		112,224
The Kroger Co.	2,200		63,514
Safeway, Inc.	1,600		45,680
Supervalu, Inc.	1,800		55,602
Wal-Mart Stores, Inc.	1,450		81,490
			358,510
FOOD PRODUCTS–1.6%
Del Monte Foods Co.	1,800		12,780
Kraft Foods, Inc.–Class A	600		17,070
Tyson Foods, Inc.–Class A	2,000		29,880
WM Wrigley Jr Co.	2,025		157,504
			217,234
HOUSEHOLD PRODUCTS–1.9%
Colgate-Palmolive Co.	950		65,645
Procter & Gamble Co.	3,065		186,383
			252,028
TOBACCO–1.4%
Altria Group, Inc.	1,900		39,064
Philip Morris International, Inc.	2,150		106,188
Reynolds American, Inc.	900		42,003
			187,255
			1,242,609
INDUSTRIALS–6.8%
AEROSPACE & DEFENSE–1.7%
Honeywell International, Inc.	3,650		183,522
Northrop Grumman Corp.	600		40,140
			223,662
COMMERCIAL SERVICES & SUPPLIES–0.3%
Allied Waste Industries, Inc.(a)	3,500		44,170
CONSTRUCTION & ENGINEERING–0.9%
Fluor Corp.	470		87,458
Foster Wheeler Ltd.(a)	400		29,260
			116,718
ELECTRICAL EQUIPMENT–0.2%
Emerson Electric Co.	500		24,725
First Solar, Inc.(a)	30		8,185
			32,910
INDUSTRIAL CONGLOMERATES–2.4%
General Electric Co.	8,900		237,541
Textron, Inc.	1,450		69,498
Tyco International Ltd.	300		12,012
			319,051

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MACHINERY–1.1%
Caterpillar, Inc.	600	$	44,292
Deere & Co.	1,430		103,146
			147,438
ROAD & RAIL–0.2%
Avis Budget Group, Inc.(a)	900		7,533
Union Pacific Corp.	275		20,762
			28,295
			912,244
MATERIALS–6.4%
CHEMICALS–4.1%
Air Products & Chemicals, Inc.	1,075		106,275
Ashland, Inc.	500		24,100
Dow Chemical Co.	2,200		76,802
E.I. Du Pont de Nemours & Co.	1,625		69,696
Monsanto Co.	2,200		278,168
			555,041
CONTAINERS & PACKAGING–0.9%
Ball Corp.	800		38,192
Owens-Illinois, Inc.(a)	1,000		41,690
Smurfit-Stone Container Corp.(a)	1,900		7,733
Sonoco Products Co.	900		27,855
			115,470
METALS & MINING–1.4%
Alcoa, Inc.	2,000		71,240
ArcelorMittal	600		59,442
Rio Tinto PLC (ADR)	130		64,350
			195,032
			865,543
CONSUMER DISCRETIONARY–5.4%
AUTO COMPONENTS–0.4%
Autoliv, Inc.	850		39,627
Magna International, Inc.–Class A	250		14,810
			54,437
AUTOMOBILES–0.2%
General Motors Corp.	2,200		25,300
HOTELS, RESTAURANTS & LEISURE–0.7%
McDonald’s Corp.	875		49,193
Starbucks Corp.(a)	1,800		28,332
Yum! Brands, Inc.	550		19,299
			96,824
HOUSEHOLD DURABLES–0.2%
Centex Corp.	900		12,033
KB Home	800		13,544
			25,577

Company	Shares	U.S. $ Value
LEISURE, EQUIPMENT & PRODUCTS–0.1%
Brunswick Corp.	1,300	$	13,780
MEDIA–1.6%
CBS Corp.–Class B	2,375		46,289
Gannett Co., Inc.	1,400		30,338
Time Warner, Inc.	5,600		82,880
Viacom, Inc.–Class B(a)	1,000		30,540
The Walt Disney Co.	600		18,720
			208,767
MULTILINE RETAIL–0.9%
Family Dollar Stores, Inc.	1,100		21,934
Kohl’s Corp.(a)	1,110		44,444
Macy’s, Inc.	1,900		36,898
Target Corp.	375		17,434
			120,710
SPECIALTY RETAIL–0.8%
The Gap, Inc.	1,700		28,339
Home Depot, Inc.	2,200		51,524
Lowe’s Cos, Inc.	1,500		31,125
			110,988
TEXTILES APPAREL & LUXURY GOODS–0.5%
Jones Apparel Group, Inc.	2,100		28,875
Nike, Inc.–Class B	650		38,747
			67,622
			724,005
TELECOMMUNICATION SERVICES–5.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.4%
AT&T, Inc.	8,400		282,996
Verizon Communications, Inc.	4,900		173,460
			456,456
WIRELESS TELECOMMUNICATION SERVICES–1.6%
America Movil SAB de CV Series L (ADR)	1,875		98,906
Sprint Nextel Corp.	8,800		83,600
Vodafone Group PLC (ADR)	1,400		41,244
			223,750
			680,206
UTILITIES–0.9%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.	1,400		56,322
Entergy Corp.	100		12,048
			68,370

5

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MULTI-UTILITIES–0.4%
Ameren Corp.	1,100	$	46,453
Dominion Resources, Inc.	200		9,498
			55,951
			124,321
TOTAL INVESTMENTS–98.9% (cost $12,816,065)			13,344,109
Other assets less liabilities–1.1%			144,541
NET ASSETS–100.0%		$	13,488,650

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

6

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO.157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	13,344,109		$	–0	–
Level 2		–0	–		–0	–
Level 3		–0	–		–0	–
Total	$	13,344,109		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation / depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

7

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $12,816,065)	$	13,344,109
Cash		170,610
Receivable for investment securities sold		56,281
Receivable for capital stock sold		17,548
Dividends receivable		17,437
Total assets		13,605,985
LIABILITIES
Payable for investment securities purchased		46,085
Custodian fee payable		25,869
Audit fee payable		18,609
Printing fee payable		11,145
Legal fee payable		7,087
Distribution fee payable		2,931
Advisory fee payable		1,596
Transfer Agent fee payable		85
Payable for capital stock redeemed		82
Accrued expenses		3,846
Total liabilities		117,335
NET ASSETS	$	13,488,650
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,289
Additional paid-in capital		13,167,889
Undistributed net investment income		34,421
Accumulated net realized loss on investment transactions		(242,993	)
Net unrealized appreciation of investments		528,044
	$	13,488,650

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	9,413	887	$	10.61
B	$	13,479,237	1,288,189	$	10.46

See notes to financial statements.

8

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $3,192)	$	145,128
Interest		478
Total investment income		145,606
EXPENSES
Advisory fee (see Note B)		48,079
Distribution fee—Class B		18,478
Transfer agency—Class B		688
Custodian		46,871
Administrative		46,100
Audit		24,000
Legal		4,739
Printing		4,103
Directors’ fees		887
Miscellaneous		2,987
Total expenses		196,932
Less: expenses waived and reimbursed by the Adviser (see Note B)		(89,694	)
Net expenses		107,238
Net investment income		38,368
REALIZED AND UNREALIZED LOSS ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(198,607	)
Net change in unrealized appreciation/depreciation of investments		(2,273,981	)
Net loss on investment transactions		(2,472,588	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,434,220	)

See notes to financial statements.

9

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	38,368		$	52,884
Net realized gain (loss) on investment transactions		(198,607	)		1,260,967
Net change in unrealized appreciation/depreciation of investments		(2,273,981	)		(612,254	)
Net increase (decrease) in net assets from operations		(2,434,220	)		701,597
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(71	)		(54	)
Class B		(54,206	)		(30,194	)
Net realized gain on investment transactions
Class A		(935	)		(596	)
Class B		(1,269,640	)		(792,875	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		462,619			(350,542	)
Total decrease		(3,296,453	)		(472,664	)
NET ASSETS
Beginning of period		16,785,103			17,257,767
End of period (including undistributed net investment income of $34,421 and $50,330, respectively)	$	13,488,650		$	16,785,103

See notes to financial statements.

10

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein U.S. Large Cap Blended Style Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

11

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008, the Adviser waived fees in the amount of $43,594.

12

AllianceBernstein Variable Products Series Fund

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $46,100 for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $5,031, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	4,538,653		$	5,437,503
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	2,477,692
Gross unrealized depreciation		(1,949,648	)
Net unrealized appreciation	$	528,044

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

13

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

3. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciation value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

14

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares issued in reinvestment of dividends and distributions	–0	–	46		$	–0	–	$	650
Net increase	–0	–	46		$	–0	–	$	650
Class B
Shares sold	37,163		205,555		$	446,430		$	2,796,494
Shares issued in reinvestment of dividends and distributions	116,947		59,342			1,323,846			823,069
Shares redeemed	(110,447	)	(285,970	)		(1,307,657	)		(3,970,755	)
Net increase (decrease)	43,663		(21,073	)	$	462,619		$	(351,192	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	220,502	$	155,188
Net long-term capital gains		603,217		564,540
Total taxable distributions		823,719		719,728
Total distributions paid	$	823,719	$	719,728

15

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	141,059
Undistributed long-term capital gains		1,173,343
Unrealized appreciation/(depreciation)		2,764,142
Total accumulated earnings/(deficit)	$	4,078,544

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the

16

AllianceBernstein Variable Products Series Fund

Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

17

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,								June 6, 2003(a) to December 31, 2003
			2007		2006		2005		2004
Net asset value, beginning of period	$13.67		$13.81		$13.13		$11.98		$10.96		$10.00
Income From Investment Operations
Net investment income (b)(c)	.05		.08		.06		.02		.06		.03
Net realized and unrealized gain (loss) on investment transactions	(1.98	)	.55		1.21		1.19		.97		.93
Net increase (decrease) in net asset value from operations	(1.93	)	.63		1.27		1.21		1.03		.96
Less: Dividends and Distributions
Dividends from net investment income	(.08	)	(.06	)	–0	–	(.06	)	(.01	)	–0	–
Distributions from net realized gain on investment transactions	(1.05	)	(.71	)	(.59	)	–0	–	–0	–	–0	–
Total dividends and distributions	(1.13	)	(.77	)	(.59	)	(.06	)	(.01	)	–0	–
Net asset value, end of period	$10.61		$13.67		$13.81		$13.13		$11.98		$10.96
Total Return
Total investment return based on net asset value (d)	(14.71	)%*	4.43	%	10.22	%	10.13	%	9.43	%	9.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$10		$12		$12		$11		$1,200		$1,096
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(e)	1.20	%	1.20	%(f)	1.19	%	1.20	%	1.20	%(e)
Expenses, before waivers and reimbursements	2.42	%(e)	2.32	%	2.28	%(f)	2.29	%	2.67	%	6.65	%(e)
Net investment income (c)	.76	%(e)	.57	%	.42	%(f)	.15	%	.55	%	.45	%(e)
Portfolio turnover rate	31	%	67	%	53	%	80	%	42	%	13	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,								May 2, 2003(g) to December 31, 2003
			2007		2006		2005		2004
Net asset value, beginning of period	$13.48		$13.63		$12.99		$11.89		$10.90		$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)	.03		.04		.02		(.01	)	.04		.01
Net realized and unrealized gain (loss) on investment transactions	(1.95	)	.55		1.21		1.14		.96		.89
Net increase (decrease) in net asset value from operations	(1.92	)	.59		1.23		1.13		1.00		.90
Less: Dividends and Distributions
Dividends from net investment income	(.05	)	(.03	)	–0	–	(.03	)	(.01	)	–0	–
Distributions from net realized gain on investment transactions	(1.05	)	(.71	)	(.59	)	–0	–	–0	–	–0	–
Total dividends and distributions	(1.10	)	(.74	)	(.59	)	(.03	)	(.01	)	–0	–
Net asset value, end of period	$10.46		$13.48		$13.63		$12.99		$11.89		$10.90
Total Return
Total investment return based on net asset value (d)	(14.87	)%*	4.15	%	10.02	%	9.57	%	9.16	%	9.00	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$13,479		$16,773		$17,246		$16,727		$15,485		$6,600
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.45	%(e)	1.45	%	1.45	%(f)	1.45	%	1.45	%	1.43	%(e)
Expenses, before waivers and reimbursements	2.66	%(e)	2.57	%	2.53	%(f)	2.59	%	2.95	%	8.25	%(e)
Net investment income (loss) (c)	.52	%(e)	.31	%	.17	%(f)	(.10	)%	.37	%	.27	%(e)
Portfolio turnover rate	31	%	67	%	53	%	80	%	42	%	13	%

(a) Commencement of distribution.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Commencement of operations.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 by 0.01%.

19

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein U.S. Large Cap Blended Style Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/07 ($MIL)		Portfolio
Blend	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance	$	16.1	U.S. Large Cap Blended Style Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $86,750 (0.53% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expense to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice.

Portfolio	Expense Cap Pursuant to Expense Limitations Undertaking	Gross Expense Ratio (12/31/06)	Fiscal Year End
U.S. Large	Class A    1.20%	1.99%	December 31
Cap Blended Style Portfolio	Class B    1.45%	2.25%

1 It should be noted that the information in the fee summary was completed on July 17, 2007 and presented to the Board of Directors on July 31-August 2, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are entitled to be reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio⁴. In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on June 30, 2007 net assets:

Portfolio	Net Assets 06/30/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
U.S. Large Cap Blended Style Portfolio	$	16.1	U.S. Style Blended Schedule 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on next $100m 30 bp on the balance Minimum account size $50m	0.800	%	0.650	%

The Adviser also manages AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio: ⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
U.S. Large Cap Blended Style Portfolio	U.S. Large Cap Portfolio	0.65% on first $2.5 billion 0.55% on next $2.5 billion 0.50% on the balance	0.65%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

21

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for American Blended Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee
U.S. Large Cap Portfolio	American Blended Portfolio
	Class A6	1.50%
	Class I (Institutional)	0.70%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
U.S. Large Cap Blended Style Portfolio	0.650	0.700	4/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
U.S. Large Cap Blended Style Portfolio	1.207	0.889	12/12	0.801	68/68

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis. In addition, the Portfolio ranks last among its peers with respect to total expense ratio.

6 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution-related services.

7 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

8 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

9 The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that effectively reduce the actual management fee.

10 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

11 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

III. COST TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s net revenues from providing investment advisory services to the Portfolio were negative during calendar years 2006 and 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $41,191 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $152,232 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio. ¹²

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

12 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

23

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $793 billion as of June 30, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 and 3 year performance rankings of the Portfolio¹³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁴ for the periods ended April 30, 2007.¹⁵

U.S. Large Cap Blended Style Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	9.91	9.90	8.92	5/11	27/80
3 year	12.07	9.61	9.52	1/10	10/76

Set forth below are the 1 and 3 year and since inception performance returns of the Portfolio (in bold)¹⁶ versus its benchmark.

	Periods Ending April 30, 2007 Annualized Performance
	1 Year (%)	3 Year (%)	Since Inception (%)17
U.S. Large Cap Blended Style Portfolio	9.91	12.07	11.25
S&P 500 Stock Index	15.23	12.24	13.59
Inception Date: June 6, 2003

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive. In light of the Portfolio’s relatively high total expense ratio, the Senior Officer recommended that the Directors continue their discussion with the Advisor concerning its plan to reduce the Portfolio’s total expense ratio or expense cap.

Dated: August 22, 2007

13 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

14 The Portfolio’s PG is not identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

15 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

16 The performance returns shown in the table are for the Class A shares of the Portfolio.

17 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2007. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Wealth Appreciation Strategy Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

WEALTH APPRECIATION STRATEGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Wealth Appreciation Strategy Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	863.43	$	4.17	0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.49	$	4.52	0.90	%
Class B
Actual	$	1,000	$	862.01	$	5.32	1.15	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.14	$	5.77	1.15	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

WEALTH APPRECIATION STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	553,389	2.1	%
Google, Inc.—Class A		547,477	2.1
Exxon Mobil Corp.		537,593	2.1
Hewlett-Packard Co.		415,574	1.6
Schlumberger Ltd.		338,404	1.3
Chevron Corp.		337,042	1.3
Monsanto Co.		328,112	1.3
AT&T, Inc.		313,317	1.2
Gilead Sciences, Inc.		305,786	1.2
CME Group, Inc.—Class A		296,972	1.1
	$	3,973,666	15.3	%

SECTOR DIVERSIFICATION

June 30, 2008 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	6,747,912	26.6	%
Energy		3,569,111	14.0
Information Technology		3,417,881	13.5
Health Care		2,543,809	10.0
Materials		2,280,415	9.0
Consumer Staples		2,117,998	8.3
Industrials		1,786,178	7.0
Consumer Discretionary		1,337,075	5.3
Telecommunication Services		1,097,390	4.3
Utilities		500,910	2.0
Total Investments	$	25,398,679	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.0%
FINANCIALS–26.0%
CAPITAL MARKETS–3.8%
3i Group PLC	1,755	$	28,708
The Blackstone Group LP	1,586		28,881
Credit Suisse Group AG	1,585		72,144
Deutsche Bank AG	900		77,098
Franklin Resources, Inc.	1,575		144,349
The Goldman Sachs Group, Inc.	915		160,034
ICAP PLC	3,725		39,899
Julius Baer Holding AG	1,259		84,432
Macquarie Group Ltd.	573		26,676
Man Group PLC	10,345		127,795
Merrill Lynch & Co., Inc.	3,650		115,742
Morgan Stanley	2,500		90,175
			995,933
COMMERCIAL BANKS–3.3%
Banco Santander Central Hispano SA	4,851		88,502
Barclays PLC	10,100		57,302
BNP Paribas SA	900		81,015
Comerica, Inc.	900		23,067
Credit Agricole SA	3,061		62,140
Fifth Third Bancorp	2,100		21,378
HBOS PLC	12,590		68,928
Keycorp	500		5,490
Kookmin Bank	600		35,263
Royal Bank of Scotland Group PLC (London Virt-X)	19,212		81,788
Societe Generale	662		57,395
Standard Chartered PLC	2,285		64,710
Sumitomo Mitsui Financial Group, Inc.	6		45,121
SunTrust Banks, Inc.	425		15,394
U.S. Bancorp	800		22,312
Wachovia Corp.	4,400		68,332
Wells Fargo & Co.	2,600		61,750
			859,887
CONSUMER FINANCE–0.4%
Discover Financial Services	3,700		48,729
ORIX Corp.	360		51,562
			100,291
DIVERSIFIED FINANCIAL SERVICES–4.0%
Bank of America Corp.	6,800		162,316
Citigroup, Inc.	8,900		149,164
CME Group, Inc.–Class A	775		296,972
Deutsche Boerse AG	288		32,560
Fortis (Euronext Brussels)	3,232		51,339
ING Groep NV	2,900		91,691
JP Morgan Chase & Co.	5,700		195,567
NYSE Euronext	975		49,394
			1,029,003
INSURANCE–4.5%
ACE Ltd.	1,200		66,108
Allianz SE	500		87,881

Company	Shares	U.S. $ Value
Allstate Corp.	1,800	$	82,062
American International Group, Inc.	3,800		100,548
Aviva PLC	4,170		41,342
Chubb Corp.	900		44,109
Everest Re Group Ltd.	225		17,935
Fondiaria–Sai SpA (ordinary shares)	600		19,773
Genworth Financial, Inc.–Class A	2,500		44,525
Hartford Financial Services Group, Inc.	1,175		75,870
MetLife, Inc.	1,600		84,432
Muenchener Rueckversicherungs AG	300		52,623
Old Republic International Corp.	3,000		35,520
PartnerRe Ltd.	500		34,565
The Progressive Corp.	3,400		63,648
Prudential Financial, Inc.	150		8,961
Prudential PLC	2,820		29,745
QBE Insurance Group Ltd.	1,555		33,434
RenaissanceRe Holdings Ltd.	700		31,269
Safeco Corp.	600		40,296
Torchmark Corp.	150		8,797
The Travelers Co., Inc.	2,100		91,140
Unum Group	2,700		55,215
XL Capital Ltd.–Class A	700		14,392
			1,164,190
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.8%
Alexandria Real Estate Equities, Inc.	275		26,769
Allied Properties Real Estate Investment Trust	1,116		22,108
Apartment Investment & Management Co.–Class A	498		16,962
Ascendas Real Estate Investment Trust	24,000		38,913
Ashford Hospitality Trust, Inc.	1,800		8,316
BioMed Realty Trust, Inc.	700		17,171
Boardwalk Real Estate Investment Trust	340		12,720
Boston Properties, Inc.	250		22,555
British Land Co. PLC	2,476		34,819
Canadian Real Estate Investment Trust	993		28,504
CapitaMall Trust	17,800		39,260
CBL & Associates Properties, Inc.	250		5,710
Cominar Real Estate Investment Trust	676		14,552
Corio NV	150		11,683
DB RREEF Trust	40,902		54,148
Derwent Valley Holdings PLC	550		10,996
DiamondRock Hospitality Co.	1,700		18,513
Digital Realty Trust, Inc.	1,050		42,955
Dundee Real Estate Investment Trust	500		15,308

3

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Entertainment Properties Trust	650	$	32,136
Equity Residential	775		29,659
Essex Property Trust, Inc.	145		15,442
Extra Space Storage, Inc.	800		12,288
Federal Realty Investment Trust	150		10,350
Fonciere Des Murs	500		18,027
General Growth Properties, Inc.	925		32,403
Great Portland Estates PLC	1,500		10,066
Hammerson PLC	750		13,284
HCP, Inc.	625		19,881
Health Care REIT, Inc.	750		33,375
Highwoods Properties, Inc.	400		12,568
Home Properties, Inc.	275		13,216
Host Hotels & Resorts, Inc.	1,366		18,646
ING Office Fund	17,300		19,092
Japan Real Estate Investment Corp.–Class A	3		31,686
Kimco Realty Corp.	725		25,027
Klepierre	1,593		79,863
Land Securities Group PLC	1,629		39,752
Liberty International PLC	725		12,373
Macquarie CountryWide Trust	9,400		8,110
Mercialys SA	300		13,184
Mid–America Apartment Communities, Inc.	350		17,864
Morguard Real Estate Investment Trust	1,000		13,141
National Retail Properties, Inc.	925		19,333
Nationwide Health Properties, Inc.	775		24,405
Nippon Building Fund, Inc.–Class A	2		23,585
Nomura Real Estate Office Fund, Inc.–Class A	1		7,531
Omega Healthcare Investors, Inc.	1,000		16,650
Plum Creek Timber Co., Inc. (REIT)	350		14,949
Primaris Retail Real Estate Investment Trust	1,081		19,411
Prologis	1,375		74,731
Public Storage	375		30,296
Rayonier, Inc.	450		19,107
Regency Centers Corp.	250		14,780
RioCan Real Estate Investment Trust	648		12,614
Segro PLC	930		7,272
Simon Property Group, Inc.	1,070		96,182
SL Green Realty Corp.	200		16,544
Stockland	2,212		11,438
Strategic Hotels & Resorts, Inc.	875		8,199
Sunstone Hotel Investors, Inc.	1,550		25,730
Tanger Factory Outlet Centers	725		26,049
Taubman Centers, Inc.	425		20,676
UDR, Inc.	600		13,428
Unibail	500		115,139
Ventas, Inc.	800		34,056
Vornado Realty Trust	500		44,000
Wereldhave NV	175		18,381
Westfield Group	4,919		76,863

Company	Shares	U.S. $ Value
Westfield Group (REIT)(a)	150	$	2,318
			1,767,062
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.6%
Brookfield Properties Corp.	1,425		25,351
Castellum AB	2,450		23,246
Citycon Oyj	3,771		18,960
Forest City Enterprises, Inc.–Class A	350		11,277
Hang Lung Properties Ltd.	19,300		61,960
Henderson Land Development Co., Ltd.	8,000		50,018
Hufvudstaden AB–Class A	1,500		14,400
Kerry Properties Ltd.	11,949		62,841
Lend Lease Corp. Ltd.	5,200		47,644
Mitsubishi Estate Co., Ltd.	2,000		45,789
Mitsui Fudosan Co., Ltd.	2,900		62,069
New World Development Co., Ltd.	21,786		44,500
NTT Urban Development Corp.	52		68,171
Sumitomo Realty & Development	1,000		19,893
Sun Hung Kai Properties Ltd.	7,700		104,674
Tokyu Land Corp.	4,000		22,777
			683,570
THRIFTS & MORTGAGE FINANCE–0.6%
Federal Home Loan Mortgage Corp.	2,300		37,720
Federal National Mortgage Association	5,575		108,768
			146,488
			6,746,424
ENERGY–13.8%
ENERGY EQUIPMENT & SERVICES–2.8%
Baker Hughes, Inc.	625		54,587
Cameron International Corp.(a)	1,370		75,830
National Oilwell Varco, Inc.(a)	1,000		88,720
Schlumberger Ltd.	3,150		338,404
Technip SA	501		46,232
Transocean, Inc.(a)	700		106,673
			710,446
OIL, GAS & CONSUMABLE FUELS–11.0%
Anadarko Petroleum Corp.	1,200		89,808
Apache Corp.	900		125,100
BG Group PLC	1,427		37,084
Chevron Corp.	3,400		337,042
China Petroleum & Chemical Corp.–Class H	64,000		59,822
ConocoPhillips	2,800		264,292
Devon Energy Corp.	600		72,096
ENI SpA	2,200		81,731
EOG Resources, Inc.	1,790		234,848

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Exxon Mobil Corp.	6,100	$	537,593
Gazprom OAO (Sponsored) (ADR)(b)	1,093		63,394
LUKOIL (Sponsored) (ADR)	500		49,100
Marathon Oil Corp.	900		46,683
Occidental Petroleum Corp.	500		44,930
Petro-Canada	900		50,406
Petroleo Brasileiro SA (ADR)	1,400		99,162
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	1,630		66,816
Royal Dutch Shell PLC (London Virt-X)–Class A	3,700		151,304
StatoilHydro ASA	4,706		175,580
Sunoco, Inc.	375		15,259
Total SA	2,531		215,435
Valero Energy Corp.	1,000		41,180
			2,858,665
			3,569,111
INFORMATION TECHNOLOGY–13.2%
COMMUNICATIONS EQUIPMENT–2.7%
Cisco Systems, Inc.(a)	10,700		248,882
Motorola, Inc.	8,000		58,720
Nokia OYJ (Sponsored)–Class A (ADR)	1,300		31,850
QUALCOMM, Inc.	2,000		88,740
Research In Motion Ltd.(a)	2,380		278,222
			706,414
COMPUTERS & PERIPHERALS–4.7%
Apple, Inc.(a)	3,305		553,389
Asustek Computer, Inc.	7,000		19,013
Fujitsu Ltd.	9,000		66,833
Hewlett-Packard Co.	9,400		415,574
International Business Machines Corp.	200		23,706
Lexmark International, Inc.–Class A(a)	1,000		33,430
Toshiba Corp.	6,000		44,265
Western Digital Corp.(a)	1,700		58,701
			1,214,911
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.7%
Arrow Electronics, Inc.(a)	1,350		41,472
Avnet, Inc.(a)	1,300		35,464
Flextronics International Ltd.(a)	2,100		19,740
Ingram Micro, Inc.–Class A(a)	1,400		24,850
Sanmina-SCI Corp.(a)	7,800		9,984
Tech Data Corp.(a)	500		16,945
Vishay Intertechnology, Inc.(a)	2,000		17,740
			166,195
INTERNET SOFTWARE & SERVICES–2.1%
Google, Inc.–Class A(a)	1,040		547,477

Company	Shares	U.S. $ Value
IT SERVICES–0.2%
Electronic Data Systems Corp.	1,800	$	44,352
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.8%
Broadcom Corp.–Class A(a)	1,275		34,795
Hynix Semiconductor, Inc.(a)	1,400		33,405
Intel Corp.	800		17,184
MEMC Electronic Materials, Inc.(a)	2,585		159,081
Nvidia Corp.(a)	5,875		109,980
Samsung Electronics Co., Ltd.	80		47,795
Texas Instruments, Inc.	700		19,712
United Microelectronics Corp.	97,677		51,627
			473,579
SOFTWARE–1.0%
Electronic Arts, Inc.(a)	550		24,436
Microsoft Corp.	750		20,632
Nintendo Co. Ltd.	200		113,415
Salesforce.com, Inc.(a)	850		57,996
VMware, Inc.–Class A(a)	900		48,474
			264,953
			3,417,881
HEALTH CARE–9.8%
BIOTECHNOLOGY–2.9%
Amgen, Inc.(a)	1,600		75,456
Celgene Corp.(a)	3,325		212,368
CSL Ltd./Australia	849		29,062
Genentech, Inc.(a)	1,750		132,825
Gilead Sciences, Inc.(a)	5,775		305,786
			755,497
HEALTH CARE EQUIPMENT & SUPPLIES–1.7%
Alcon, Inc.	1,490		242,557
Baxter International, Inc.	1,400		89,516
Becton Dickinson & Co.	800		65,040
Essilor International SA	646		39,406
			436,519
HEALTH CARE PROVIDERS & SERVICES–0.9%
Cardinal Health, Inc.	800		41,264
Celesio AG	300		10,840
Medco Health Solutions, Inc.(a)	4,100		193,520
			245,624
PHARMACEUTICALS–4.3%
Abbott Laboratories	3,075		162,883
GlaxoSmithKline PLC	2,600		57,475
Johnson & Johnson	1,700		109,378
Merck & Co., Inc.	2,400		90,456
Novartis AG	717		39,458
Novo Nordisk A/S–Class B	477		31,401
Pfizer, Inc.	11,700		204,399
Sanofi-Aventis SA	800		53,159
Schering-Plough Corp.	2,000		39,380

5

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR)	5,900	$	270,220
Wyeth	1,000		47,960
			1,106,169
			2,543,809
MATERIALS–8.8%
CHEMICALS–4.3%
Air Products & Chemicals, Inc.	1,310		129,507
Ashland, Inc.	600		28,920
BASF SE	1,800		123,521
Bayer AG	905		75,974
Dow Chemical Co.	2,300		80,293
E.I. Du Pont de Nemours & Co.	1,900		81,491
Incitec Pivot Ltd.	207		36,654
Koninklijke Dsm NV	400		23,445
Mitsubishi Chemical Holdings Corp.	6,500		37,849
Mitsui Chemicals, Inc.	8,500		41,975
Monsanto Co.	2,595		328,112
Nova Chemicals Corp.	350		8,615
Potash Corp. of Saskatchewan	210		48,000
Solvay SA–Class A	300		39,084
Syngenta AG	92		29,805
			1,113,245
CONTAINERS & PACKAGING–0.5%
Amcor Ltd.	2,500		12,111
Ball Corp.	900		42,966
Owens-Illinois, Inc.(a)	1,200		50,028
Smurfit-Stone Container Corp.(a)	2,800		11,396
Sonoco Products Co.	600		18,570
			135,071
METALS & MINING–3.8%
Alcoa, Inc.	2,400		85,488
Anglo American PLC	906		63,632
Antofagasta PLC	2,400		31,206
ArcelorMittal	678		66,931
BHP Billiton PLC	2,200		84,370
Cia Vale do Rio Doce (ADR)	1,940		69,491
Cia Vale do Rio Doce (Sponsored) (ADR)	1,400		41,776
JFE Holdings, Inc.	1,600		80,669
Kazakhmys PLC	1,100		34,683
Rio Tinto PLC	1,457		175,462
Rio Tinto PLC (Sponsored) (ADR)	160		79,200
Xstrata PLC	2,141		170,553
			983,461
PAPER & FOREST PRODUCTS–0.2%
Stora Enso Oyj–Class R	2,200		20,497
Svenska Cellulosa AB–Class B	2,000		28,141
			48,638
			2,280,415

Company	Shares	U.S. $ Value
CONSUMER STAPLES–8.2%
BEVERAGES–1.2%
The Coca-Cola Co.	1,975	$	102,661
Coca-Cola Enterprises, Inc.	2,300		39,790
Molson Coors Brewing Co.–Class B	950		51,613
Pepsi Bottling Group, Inc.	1,300		36,296
PepsiCo, Inc.	1,425		90,616
			320,976
FOOD & STAPLES RETAILING–2.1%
Costco Wholesale Corp.	1,900		133,266
Koninklijke Ahold NV	3,800		50,941
The Kroger Co.	2,500		72,175
Safeway, Inc.	1,500		42,825
Supervalu, Inc.	1,700		52,513
Tesco PLC	10,675		78,080
Wal-Mart Stores, Inc.	1,900		106,780
			536,580
FOOD PRODUCTS–2.2%
Archer-Daniels-Midland Co.	1,900		64,125
Associated British Foods PLC	2,200		33,138
Del Monte Foods Co.	2,000		14,200
Kraft Foods, Inc.–Class A	600		17,070
Nestle SA	2,650		119,421
Sara Lee Corp.	3,400		41,650
Tyson Foods, Inc.–Class A	2,100		31,374
Unilever PLC	2,127		60,432
WM Wrigley Jr Co.	2,425		188,617
			570,027
HOUSEHOLD PRODUCTS–1.5%
Colgate-Palmolive Co.	1,150		79,465
Procter & Gamble Co.	3,725		226,517
Reckitt Benckiser PLC	1,489		75,207
			381,189
TOBACCO–1.2%
Altria Group, Inc.	3,200		65,792
British American Tobacco PLC	2,061		71,092
Philip Morris International, Inc.	2,450		121,005
Reynolds American, Inc.	1,100		51,337
			309,226
			2,117,998
INDUSTRIALS–6.9%
AEROSPACE & DEFENSE–1.3%
BAE Systems PLC	6,720		58,983
Honeywell International, Inc.	4,275		214,947
Northrop Grumman Corp.	1,100		73,590
			347,520
AIRLINES–0.2%
Air France-KLM	1,000		23,853
Deutsche Lufthansa AG	1,200		25,855
UAL Corp.	1,200		6,264
			55,972

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMERCIAL SERVICES & SUPPLIES–0.2%
Allied Waste Industries, Inc.(a)	3,600	$	45,432
CONSTRUCTION & ENGINEERING–0.5%
Fluor Corp.	485		90,249
Foster Wheeler Ltd.(a)	500		36,575
			126,824
ELECTRICAL EQUIPMENT–0.6%
ABB Ltd.	4,255		120,441
Emerson Electric Co.	650		32,143
First Solar, Inc.(a)	30		8,185
			160,769
INDUSTRIAL CONGLOMERATES–1.6%
3M Co.	325		22,617
General Electric Co.	10,700		285,583
Textron, Inc.	1,700		81,481
Tyco International Ltd.	450		18,018
			407,699
MACHINERY–1.1%
Atlas Copco AB–Class A	2,325		34,004
Caterpillar, Inc.	600		44,292
Crane Co.	600		23,118
Deere & Co.	1,680		121,178
Dover Corp.	1,100		53,207
			275,799
MARINE–0.3%
Mitsui OSK Lines Ltd.	3,000		42,786
Nippon Yusen KK	4,000		38,527
			81,313
ROAD & RAIL–0.1%
Avis Budget Group, Inc.(a)	1,000		8,370
Union Pacific Corp.	350		26,425
			34,795
TRADING COMPANIES & DISTRIBUTORS–1.0%
Mitsubishi Corp.	2,900		95,557
Mitsui & Co. Ltd.	7,000		154,498
			250,055
			1,786,178
CONSUMER DISCRETIONARY–5.2%
AUTO COMPONENTS–0.5%
Autoliv, Inc.	1,225		57,110
Compagnie Generale des Etablissements Michelin–Class B	500		35,753
Hyundai Mobis	460		37,235
			130,098

Company	Shares	U.S. $ Value
AUTOMOBILES–0.7%
Nissan Motor Co. Ltd.	10,000	$	83,055
Porsche Automobil Holding SE	132		20,288
Renault SA	800		65,109
			168,452
HOTELS, RESTAURANTS & LEISURE–0.6%
Marriott International, Inc.–Class A	400		10,496
McDonald’s Corp.	1,075		60,436
Starbucks Corp.(a)	2,300		36,202
Starwood Hotels & Resorts Worldwide, Inc.	300		12,021
Yum! Brands, Inc.	650		22,809
			141,964
HOUSEHOLD DURABLES–0.4%
Black & Decker Corp.	800		46,008
Centex Corp.	1,000		13,370
KB Home	1,100		18,623
Sharp Corp.	2,000		32,603
			110,604
LEISURE, EQUIPMENT & PRODUCTS–0.1%
Brunswick Corp.	1,500		15,900
Namco Bandai Holdings, Inc.	800		9,071
			24,971
MEDIA–1.4%
CBS Corp.–Class B	3,075		59,932
Gannett Co., Inc.	1,600		34,672
Lagardere SCA	475		26,870
News Corp.–Class A	1,100		16,544
SES SA (FDR)(a)	1,209		30,205
Time Warner, Inc.	7,000		103,600
Viacom, Inc.–Class B(a)	1,200		36,648
The Walt Disney Co.	2,100		65,520
			373,991
MULTILINE RETAIL–0.6%
Family Dollar Stores, Inc.	1,900		37,886
Kohl’s Corp.(a)	1,350		54,054
Macy’s, Inc.	2,200		42,724
New World Department Store China Ltd.(a)	183		162
Target Corp.	425		19,758
			154,584
SPECIALTY RETAIL–0.6%
AutoNation, Inc.(a)	1,800		18,036
Esprit Holdings Ltd.	2,900		30,196
The Gap, Inc.	2,700		45,009
Home Depot, Inc.	2,400		56,208
Limited Brands, Inc.	475		8,004
			157,453

7

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–0.3%
Jones Apparel Group, Inc.	2,200	$	30,250
Nike, Inc.–Class B	750		44,708
			74,958
			1,337,075
TELECOMMUNICATION SERVICES–4.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.7%
AT&T, Inc.	9,300		313,317
China Netcom Group Corp. Ltd.	15,500		42,157
Deutsche Telekom AG–Class W	1,600		26,275
Nippon Telegraph & Telephone Corp.	8		39,474
Tele2 AB–Class B	600		11,668
Telefonica SA	3,246		85,901
Verizon Communications, Inc.	5,100		180,540
			699,332
WIRELESS TELECOMMUNICATION SERVICES–1.5%
America Movil SAB de CV Series L (ADR)	2,250		118,688
Sprint Nextel Corp.	9,900		94,050
Vodafone Group PLC	62,899		185,320
			398,058
			1,097,390
UTILITIES–1.9%
ELECTRIC UTILITIES–1.1%
CEZ	339		30,107
E.ON AG	786		158,340
Pinnacle West Capital Corp.	1,100		33,847
The Tokyo Electric Power Co. Inc	2,300		59,221
			281,515

Company	Shares	U.S. $ Value
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
Iberdrola Renovables SA(a)	3,137	$	24,168
International Power PLC	5,168		44,273
			68,441
MULTI-UTILITIES–0.6%
CMS Energy Corp.	2,200		32,780
Suez SA	1,077		72,954
Wisconsin Energy Corp.	1,000		45,220
			150,954
			500,910
Total Common Stocks (cost $25,846,931)			25,397,191
RIGHTS–0.0%
FINANCIALS–0.0%
COMMERCIAL BANKS–0.0%
Barclays PLC(a)	2,164		410
HBOS PLC(a)	5,036		1,078
Total Rights (cost $0)			1,488
TOTAL INVESTMENTS–98.0% (cost $25,846,931)			25,398,679
Other assets less liabilities–2.0%			528,144
NET ASSETS–100.0%		$	25,926,823

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the market value of this security amounted to $63,394 or 0.2% of net assets.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

See notes to financial statements.

8

WEALTH APPRECIATION STRATEGY PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities		Other Financial Instruments*
Level 1	$	17,470,493	$	–0	–
Level 2		7,926,698		–0	–
Level 3		1,488		–0	–
Total	$	25,398,679	$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/2007	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–*
Change in unrealized appreciation/depreciation		1,488			–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	1,488		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	1,488		$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

9

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $25,846,931)	$	25,398,679
Cash		409,536
Foreign cash, at value (cost $78,778)		79,738
Receivable for capital stock sold		89,631
Receivable for investment securities sold		76,577
Dividends receivable		52,411
Total assets		26,106,572
LIABILITIES
Custodian fee payable		72,876
Payable for investment securities purchased and foreign currency contracts		61,409
Audit fee payable		14,430
Printing fee payable		10,646
Legal fee payable		9,889
Distribution fee payable		5,610
Advisory fee payable		2,607
Payable for capital stock redeemed		470
Transfer Agent fee payable		85
Accrued expenses		1,727
Total liabilities		179,749
NET ASSETS	$	25,926,823
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,727
Additional paid-in capital		26,583,166
Distributions in excess of net investment income		(8,529	)
Accumulated net realized loss on investment and foreign currency transactions		(204,443	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(446,098	)
	$	25,926,823

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	7,353	770	$	9.55
B	$	25,919,470	2,726,022	$	9.51

See notes to financial statements.

10

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $25,482)	$	341,009
Interest		2,695
Total investment income		343,704
EXPENSES
Advisory fee (see Note B)		87,299
Distribution fee—Class B		33,566
Transfer agency—Class B		736
Custodian		97,281
Administrative		46,100
Audit		25,000
Printing		9,439
Legal		7,626
Directors’ fees		872
Miscellaneous		6,776
Total expenses		314,695
Less: expenses waived and reimbursed by the Adviser (see Note B)		(160,252	)
Net expenses		154,443
Net investment income		189,261
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(93,733	)
Futures		(2,105	)
Foreign currency transactions		2,031
Net change in unrealized appreciation/depreciation of:
Investments		(4,163,725	)
Futures		(761	)
Foreign currency denominated assets and liabilities		605
Net loss on investment and foreign currency transactions		(4,257,688	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(4,068,427	)

See notes to financial statements.

11

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	189,261		$	284,235
Net realized gain (loss) on investment and foreign currency transactions		(93,807	)		4,283,290
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(4,163,881	)		(2,861,482	)
Contribution from Adviser		–0	–		366
Net increase (decrease) in net assets from operations		(4,068,427	)		1,706,409
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(113	)		(158,013	)
Class B		(265,360	)		(507,869	)
Net realized gain on investment and foreign currency transactions
Class A		(1,326	)		(509,847	)
Class B		(3,973,479	)		(1,867,042	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		5,005,747			(6,653,103	)
Total decrease		(3,302,958	)		(7,989,465	)
NET ASSETS
Beginning of period		29,229,781			37,219,246
End of period (including (distributions in excess of) and undistributed net investment income of ($8,529) and $67,683, respectively)	$	25,926,823		$	29,229,781

See notes to financial statements.

12

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Wealth Appreciation Strategy Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on July 1, 2004. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

13

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

14

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of an investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .90% and 1.15% of the daily average net assets for Class A and Class B shares, respectively. Prior to February 12, 2007, the Portfolio’s total operating expenses on an annual basis were limited to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2008 the Adviser waived fees and reimbursed expenses in the amount of $114,152.

During the year ended December 31, 2007, the Adviser reimbursed the Portfolio $366 for trading losses incurred due to a trading entry error.

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $46,100 for the six months ended June 30, 2008.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2008, amounted to $11,308, of which $11 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	9,323,422		$	8,587,158
U.S. government securities		–0	–		–0	–

15

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	3,066,637
Gross unrealized depreciation		(3,514,889	)
Net unrealized depreciation	$	(448,252	)

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse affects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by the premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

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AllianceBernstein Variable Products Series Fund

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

4. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	–0	–(a)	–0	–	$	1		$	–0	–
Shares issued in reinvestment of dividends and distributions	–0	–	49,878			–0	–		667,860
Shares redeemed	–0	–	(617,500	)		–0	–		(8,068,342	)
Net increase (decrease)	–0	–	(567,622	)	$	1		$	(7,400,482	)
Class B
Shares sold	205,701		270,018		$	2,285,296		$	3,644,988
Shares issued in reinvestment of dividends and distributions	411,538		178,029			4,238,839			2,374,911
Shares redeemed	(139,594	)	(392,913	)		(1,518,389	)		(5,272,520	)
Net increase	477,645		55,134		$	5,005,746		$	747,379

(a) Share amount is less than one full share.

NOTE F: Risk Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign

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WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	856,669	$	521,389
Net long-term capital gains		2,186,102		275,743
Total distributions paid	$	3,042,771	$	797,132

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	260,011
Undistributed long-term capital gain		3,967,630
Unrealized appreciation/(depreciation)		3,421,994	(a)
Total accumulated earnings/(deficit)	$	7,649,635

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of foreign currency contracts, and the realization for tax purposes of unrealized gains/losses on investments in passive foreign investment companies.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

18

AllianceBernstein Variable Products Series Fund

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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WEALTH APPRECIATION STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,						July 1, 2004(a) to December 31, 2004
			2007		2006		2005
Net asset value, beginning of period	$13.06		$13.53		$11.79		$10.69		$10.00
Income From Investment Operations
Net investment income (b)(c)	.09		.15		.09		.04		.01
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.73	)	.56		1.94		1.15		.68
Contribution from Adviser	–0	–	.00	(d)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.64	)	.71		2.03		1.19		.69
Less: Dividends and Distributions
Dividends from net investment income	(.15	)	(.28	)	(.02	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(1.72	)	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(1.87	)	(1.18	)	(.29	)	(.09	)	–0	–
Net asset value, end of period	$9.55		$13.06		$13.53		$11.79		$10.69
Total Return
Total investment return based on net asset value (e)	(13.66	)%	5.00	%	17.60	%	11.22	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$7		$10		$7,688		$6,538		$5,877
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.90	%(f)	.96	%	1.20	%(g)	1.20	%	1.20	%(f)
Expenses, before waivers and reimbursements	2.11	%(f)	1.82	%	1.99	%(g)	2.45	%	4.33	%(f)
Net investment income (c)	1.62	%(f)	1.05	%	.69	%(g)	.42	%	.25	%(f)
Portfolio turnover rate	32	%	61	%	63	%	61	%	14	%

See footnote summary on page 21.

20

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,						July 1, 2004(a) to December 31, 2004
			2007		2006		2005
Net asset value, beginning of period	$13.00		$13.46		$11.74		$10.67		$10.00
Income From Investment Operations
Net investment income (b)(c)	.08		.11		.06		.02		.03
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.73	)	.57		1.93		1.13		.64
Contribution from Adviser	–0	–	.00	(d)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.65	)	.68		1.99		1.15		.67
Less: Dividends and Distributions
Dividends from net investment income	(.12	)	(.24	)	–0	–	(.04	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(1.72	)	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(1.84	)	(1.14	)	(.27	)	(.08	)	–0	–
Net asset value, end of period	$9.51		$13.00		$13.46		$11.74		$10.67
Total Return
Total investment return based on net asset value (e)	(13.80	)%	4.84	%	17.32	%	10.93	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$25,920		$29,220		$29,531		$25,420		$10,416
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.15	%(f)	1.18	%	1.45	%(g)	1.45	%	1.45	%(f)
Expenses, before waivers and reimbursements	2.34	%(f)	2.15	%	2.25	%(g)	2.70	%	4.78	%(f)
Net investment income (c)	1.41	%(f)	.79	%	.46	%(g)	.15	%	.71	%(f)
Portfolio turnover rate	32	%	61	%	63	%	61	%	14	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Amount is less than $0.005.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(f) Annualized.

(g) The ratio includes expenses attributable to costs of proxy solicitation.

21

WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Wealth Appreciation Strategy Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/07 ($MIL)		Portfolio
Blend	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance	$	36.4	Wealth Appreciation Strategy Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $86,750 (0.25% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

1 It should be noted that the information in the fee summary was completed on July 17, 2007 and presented to the Board of Directors on July 31- August 2, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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AllianceBernstein Variable Products Series Fund

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expense to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice. It should be noted that the Portfolios expense cap was reduced effective February 12, 2007. Set forth below are the Portfolios’ expense caps, before and after February 12, 2007, and gross expense ratios as of December 31, 2006:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio (12/31/06)	Fiscal Year End
	Effective 02/12/07	Prior to 02/12/07
Wealth Appreciation	Class A    0.90%	1.20%	2.28%	December 31
Strategy Portfolio	Class B    1.15%	1.45%	2.53%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are entitled to be reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ With respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio. However, upon further consideration, the Senior Officer noted that the portfolio composition of certain series of the AllianceBernstein Retirement Strategies, managed by the Adviser, were substantially similar to that of the Portfolio. The Adviser has an institutional product, Target Date (All Active), which is managed similarly as the AllianceBernstein Retirement Strategies. Set forth below is a comparison of the Portfolio’s advisory fee and what would have been the advisory fee of the Portfolio had the institutional advisory fee schedule had been applicable to the Portfolio:

Portfolio	Net Assets 06/30/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Wealth Appreciation Strategy	$	36.4	Target Date –All Active 75 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on next $100 million 35 bp on the balance +Other operating expenses (capped) Minimum Account Size: $100M or plan assets of $500M	0.703	%	0.650	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

23

WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Wealth Appreciation Strategy, a retail mutual fund, which has a similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Wealth Appreciation Strategy:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Wealth Appreciation Strategy Portfolio	Wealth Appreciation Strategy	0.65% on first $2.5 billion 0.55% on next $2.5 billion 0.50% on the balance	0.65%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁶ at the approximate current asset level of the Portfolio.⁷

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee8	Lipper Group Median	Rank
Wealth Appreciation Strategy Portfolio	0.650	0.875	2/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio. Since the Portfolio’s expense cap was reduced effective February 12, 2007, supplemental pro-forma information (shown in bold and italicized) is also provided.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Wealth Appreciation Strategy Portfolio	1.200	1.005	10/12	0.897	19/22
pro-forma	0.900	0.963	6/12	0.900	12/22

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a pro-forma total expense ratio basis.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

7 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

8 The contractual management fee would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

9 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

10 The Portfolios’ pro-forma expense medians and rankings were estimated by the Senior Officer using standard Lipper methodology.

11 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s net revenues from providing investment advisory services to the Portfolio were negative during calendar years 2006 and 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $70,090 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $82,164 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio. ¹²

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

12 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

25

WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $793 billion as of June 30, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year performance rankings of the Portfolio¹³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁴ for the periods ended April 30, 2007.¹⁵

Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
Wealth Appreciation Strategy Portfolio
1 year	13.86	15.14	14.49	9/12	13/20

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)¹⁶ versus its benchmark.

	Periods Ending April 30, 2007 Annualized Net Performance (%)
	1 Year (%)	Since Inception (%)17
Wealth Appreciation Strategy Portfolio	13.86	14.54
S&P 500 Stock Index	15.23	13.46
MSCI EAFE Index (Net)	19.81	25.15
70% S&P Stock Index / 30% MSCI EAFE Index (Net)	16.60	16.97
Inception Date: July 1, 2004

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 22, 2007

13 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

14 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

15 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

16 The performance returns shown in the table are for the Class A shares of the Portfolio.

17 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2007. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio (formerly U.S. Government/High Grade Securities Portfolio)

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

INTERMEDIATE BOND PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Intermediate Bond Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	991.51	$	3.27	0.66	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.58	$	3.32	0.66	%
Class B
Actual	$	1,000	$	990.73	$	4.50	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.34	$	4.57	0.91	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Governments-Treasuries	$	60,252,047	28.1	%
Corporate-Investment Grades		48,067,967	22.4
Commercial Mortgage-Backed Securities		26,916,655	12.6
Mortgage Pass-Throughs		22,682,824	10.6
Corporate-Non-Investment Grades		15,178,888	7.1
Agencies		10,209,122	4.8
Governments-Sovereign Bonds		7,049,587	3.3
Government-Sovereign Agencies		4,627,880	2.2
CMO’s		2,546,013	1.2
Quasi-Sovereigns		2,462,943	1.1
Inflation-Linked Securities		2,095,714	1.0
Other*		2,859,336	1.3
Short-Term Investments		9,110,000	4.3
Total Investments	$	214,058,976	100.0	%

* “Other” represents less than 1% weightings in the following security types: Asset-Backed Securities, Emerging Markets-Sovereigns, Emerging Markets-Corporate Bonds, Non-convertible - Preferred Stocks and Supranationals.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
GOVERNMENT– TREASURIES–28.7%
TREASURIES–28.7%
Republic of Colombia 12.00%, 10/22/15(a)	COP	700,000	$	351,065
Government of Japan Ten Year Bond Series 252 1.00%, 6/20/13(a)	JPY	55,750		521,110
Series 268 1.50%, 3/20/15(a)		169,700		1,617,963
Series 288 1.70%, 9/20/17(a)		157,000		1,500,039
Kingdom of the Netherlands 3.75%, 7/15/14(a)	EUR	1,400		2,089,265
4.00%, 7/15/16(a)		1,506		2,248,733
U.S. Treasury Bonds 4.75%, 8/15/17(a)	US$	2,470		2,616,656
6.25%, 5/15/30(a)		4,850		5,969,666
U.S. Treasury Notes 2.125%, 1/31/10(a)		14,145		14,072,069
2.625%, 5/31/10(a)		9,040		9,045,650
3.625%, 12/31/12(a)		5,270		5,350,283
4.125%, 8/15/10(a)		4,923		5,072,226
4.625%, 11/15/16(a)		2,683		2,829,937
U.S. Treasury Strips Zero Coupon, 2/15/16(a)		2,400		1,787,938
Zero Coupon, 11/15/21(a)		9,640		5,179,447
Total Governments–Treasuries (cost $59,066,986)				60,252,047
CORPORATES–INVESTMENT GRADES–22.9%
INDUSTRIAL–11.1%
BASIC–2.4%
Alcoa, Inc. 6.50%, 6/01/11(a)		80		82,339
ArcelorMittal 6.125%, 6/01/18(a)(b)		555		542,377
6.50%, 4/15/14(a)		165		167,279
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16(a)		407		441,095
Dow Chemical Co. 5.75%, 12/15/08(a)		220		221,659
5.97%, 1/15/09(a)		200		202,038
7.375%, 11/01/29(a)		20		21,212
ICI Wilmington, Inc. 4.375%, 12/01/08(a)		225		225,330
International Paper Co. 5.30%, 4/01/15(a)		190		167,471
7.95%, 6/15/18(a)		310		308,275
Lubrizol Corp. 4.625%, 10/01/09(a)		120		119,437
The Mosaic Co. 7.875%, 12/01/16(a)(b)(c)		290		308,850
Packaging Corp. of America 5.75%, 8/01/13(a)		155		151,437

	Principal Amount (000)		U.S. $ Value
PPG Industries, Inc. 5.75%, 3/15/13(a)	US$	455	$	462,625
Southern Copper Corp. 7.50%, 7/27/35(a)		295		288,862
United States Steel Corp. 5.65%, 6/01/13(a)		495		481,963
7.00%, 2/01/18(a)		80		79,824
Vale Overseas Ltd. 6.875%, 11/21/36(a)		134		124,451
Weyerhaeuser Co. 5.95%, 11/01/08(a)		175		176,267
7.375%, 3/15/32(a)		450		446,342
				5,019,133
CAPITAL GOODS–1.0%
Brookfield Asset Management, Inc. 8.125%, 12/15/08(a)		215		216,539
Caterpillar Financial Services 4.50%, 6/15/09(a)		115		115,753
Hutchison Whampoa International Ltd. 7.45%, 11/24/33(a)(b)		185		187,457
Illinois Tool Works, Inc. 5.75%, 3/01/09(a)		87		88,389
John Deere Capital Corp. 4.875%, 3/16/09(a)		225		226,120
6.00%, 2/15/09(a)		220		222,578
Mohawk Industries, Inc. 6.125%, 1/15/16(a)		550		525,806
Textron Financial Corp. 5.125%, 11/01/10(a)		100		101,372
Tyco International Group SA 6.00%, 11/15/13(a)		155		149,561
Waste Management, Inc. 6.875%, 5/15/09(a)		205		209,044
				2,042,619
COMMUNICATIONS– MEDIA–1.3%
British Sky Broadcasting Group PLC 6.875%, 2/23/09(a)		100		101,516
BSKYB Finance UK PLC 5.625%, 10/15/15(a)(b)		170		164,535
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22(a)		280		338,514
Comcast Cable Communications, Inc. 6.875%, 6/15/09(a)		250		256,746
Comcast Corp. 5.30%, 1/15/14(a)		325		315,036
News America Holdings, Inc. 6.55%, 3/15/33(a)		210		205,451
9.25%, 2/01/13(a)		160		183,323

3

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
RR Donnelley & Sons Co. 4.95%, 4/01/14(a)	US$	65	$	59,562
5.50%, 5/15/15(a)		185		176,372
TCI Communications, Inc. 7.875%, 2/15/26(a)		210		227,966
Time Warner Entertainment Co. 8.375%, 3/15/23(a)		550		592,683
WPP Finance Corp. 5.875%, 6/15/14(a)		120		115,273
				2,736,977
COMMUNICATIONS– TELECOMMUNICATIONS–1.9%
AT&T Corp. 8.00%, 11/15/31(a)		20		22,960
British Telecommunications PLC 8.625%, 12/15/10(a)		310		332,863
Embarq Corp. 6.738%, 6/01/13(a)		20		19,298
7.082%, 6/01/16(a)		855		812,040
New Cingular Wireless Services, Inc. 8.75%, 3/01/31(a)		250		296,645
Pacific Bell Telephone Co. 6.625%, 10/15/34(a)		280		270,649
Qwest Corp. 8.875%, 3/15/12(a)		365		372,300
Telecom Italia Capital SA 4.00%, 11/15/08–1/15/10(a)		500		494,873
6.375%, 11/15/33(a)		40		35,611
Telefonos de Mexico SAB de CV 4.50%, 11/19/08(a)		203		203,498
US Cellular Corp. 6.70%, 12/15/33(a)		250		223,969
Verizon Communications, Inc. 4.90%, 9/15/15(a)		240		227,718
5.25%, 4/15/13(a)		290		288,331
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12(a)		179		181,494
Vodafone Group PLC 5.50%, 6/15/11(a)		200		201,963
				3,984,212
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Daimler Finance North America LLC 4.875%, 6/15/10(a)		110		110,660
Toyota Motor Credit Corp. 5.50%, 12/15/08(a)		220		221,005
				331,665

	Principal Amount (000)			U.S. $ Value
CONSUMER CYCLICAL– OTHER–0.3%
Starwood Hotels & Resorts Worldwide, Inc. 7.375%, 11/15/15(a)	US$		379	$	374,666
7.875%, 5/01/12(a)			187		190,282
Toll Brothers Finance Corp. 5.15%, 5/15/15(a)			40		34,640
6.875%, 11/15/12(a)			95		92,026
					691,614
CONSUMER CYCLICAL–RETAILERS–0.2%
Limited Brands, Inc. 5.25%, 11/01/14(a)			133		112,503
6.90%, 7/15/17(a)			45		40,889
Wal-Mart Stores, Inc. 4.25%, 4/15/13(a)			225		223,741
					377,133
CONSUMER NON-CYCLICAL–1.9%
Abbott Laboratories 3.50%, 2/17/09(a)			109		109,147
5.375%, 5/15/09(a)			215		218,958
Bunge Ltd Finance Corp. 4.375%, 12/15/08(a)			225		225,342
5.10%, 7/15/15(a)			206		187,355
5.875%, 5/15/13(a)			350		344,107
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)(b)			350		334,955
ConAgra Foods, Inc. 7.875%, 9/15/10(a)			102		107,823
Fisher Scientific International, Inc. 6.125%, 7/01/15(a)			230		228,013
6.75%, 8/15/14(a)			171		175,167
Fortune Brands, Inc. 4.875%, 12/01/13(a)			230		220,423
5.125%, 1/15/11(a)			115		114,388
Kraft Foods, Inc. 4.125%, 11/12/09(a)			415		414,377
5.25%, 10/01/13(a)			220		214,065
The Kroger Co. 6.80%, 12/15/18(a)			75		78,244
Pfizer, Inc. Series INTL 1.80%, 2/22/16(a)		JPY	20,000		184,275
Reynolds American, Inc. 7.25%, 6/01/13(a)	US$		105		108,542
7.625%, 6/01/16(a)			395		411,516
Safeway, Inc. 4.125%, 11/01/08(a)			108		108,070
Ventas Realty LP/Ventas Capital Corp. 6.75%, 4/01/17(a)			84		80,640
Wyeth 5.50%, 2/01/14(a)			141		142,140
					4,007,547

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
ENERGY–1.0%
Amerada Hess Corp. 7.875%, 10/01/29(a)	US$	165	$	189,240
Canadian Natural Resources Ltd. 5.15%, 2/01/13(a)		60		60,104
Conoco, Inc. 6.95%, 4/15/29(a)		155		169,996
ConocoPhillips 6.375%, 3/30/09(a)		95		96,815
Gaz Capital SA 6.212%, 11/22/16(a)(b)		460		426,813
6.51%, 3/07/22(a)(b)		200		179,500
Statoilhydro Asa 6.36%, 1/15/09(a)		66		67,121
Valero Energy Corp. 6.875%, 4/15/12(a)		515		534,592
Vastar Resources, Inc. 6.50%, 4/01/09(a)		215		219,746
Weatherford International Ltd. 5.15%, 3/15/13(a)		195		193,864
6.00%, 3/15/18(a)		35		34,543
				2,172,334
OTHER INDUSTRIAL–0.1%
Usiminas Commercial Ltd 7.25%, 1/18/18(a)(b)		124		127,100
TECHNOLOGY–0.8%
Computer Sciences Corp. 5.50%, 3/15/13(a)(b)		280		276,104
Electronic Data Systems Corp. Series B 6.50%, 8/01/13(a)		566		581,320
International Business Machines Corp. 4.375%, 6/01/09(a)		90		91,076
5.375%, 2/01/09(a)		98		98,958
Motorola, Inc. 6.50%, 9/01/25(a)		125		93,339
7.50%, 5/15/25(a)		25		23,384
7.625%, 11/15/10(a)		22		22,426
Oracle Corp. 4.95%, 4/15/13(a)		239		241,310
Xerox Corp. 7.625%, 6/15/13(a)		40		41,536
9.75%, 1/15/09(a)		146		150,288
				1,619,741
TRANSPORTATION–RAILROADS–0.1%
Canadian Pacific Railway Co. 6.50%, 5/15/18(a)		120		118,888
Norfolk Southern Corp. 6.20%, 4/15/09(a)		110		111,708
				230,596
				23,340,671

	Principal Amount (000)			U.S. $ Value
FINANCIAL INSTITUTIONS–9.4%
BANKING–3.3%
Bank of America Corp. 3.375%, 2/17/09(a)	US$		20	$	19,918
5.875%, 2/15/09(a)			220		222,426
BankAmerica Capital II Series 2 8.00%, 12/15/26(a)			98		97,890
Barclays Bank PLC 5.75%, 9/14/26(a)		GBP	75		132,074
8.55%, 6/15/11(a)(b)(d)	US$		365		354,737
Citicorp, Inc. Series MTNF 6.375%, 11/15/08(a)			43		43,317
Citigroup, Inc. 3.625%, 2/09/09(a)			230		229,665
4.625%, 8/03/10(a)			107		106,556
5.50%, 4/11/13(a)			350		341,592
6.20%, 3/15/09(a)			180		181,502
Compass Bank 5.50%, 4/01/20(a)			250		216,212
Credit Suisse USA, Inc. 3.875%, 1/15/09(a)			195		194,701
Deutsche Bank Financial, Inc. 7.50%, 4/25/09(a)			215		219,451
Huntington National Bank 4.375%, 1/15/10(a)			250		232,211
JP Morgan Chase & Co. 6.00%, 1/15/09(a)			150		151,023
6.75%, 2/01/11(a)			285		295,807
M&I Marshall & Ilsley Bank 5.00%, 1/17/17(a)			175		143,173
Marshall & Ilsley Corp. 4.375%, 8/01/09(a)			175		171,835
5.626%, 8/17/09(a)			105		104,376
MUFG Capital Finance 1 Ltd. 6.346%, 7/25/16(a)(d)			105		91,013
National City Bank of Ohio 6.25%, 3/15/11(a)			250		227,194
National Westminster Bank 6.50%, 9/07/21(a)		GBP	50		95,048
RBS Capital Trust III 5.512%, 9/30/14(a)(d)	US$		335		291,147
Regions Financial Corp. 6.375%, 5/15/12(a)			215		211,848
Resona Preferred Global Securities 7.191%, 7/30/15(a)(b)(d)			135		124,660
Royal Bank of Scotland Group PLC 7.648%, 9/30/31(a)			115		111,882
Standard Chartered PLC 6.409%, 1/30/17(a)(b)(d)			100		80,247
UBS Preferred Funding Trust I 8.622%, 10/01/10(a)			180		180,871
UFJ Finance Aruba AEC 6.75%, 7/15/13(a)			240		252,130
Union Bank of California 5.95%, 5/11/16(a)			660		626,073

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Union Planters Corp. 7.75%, 3/01/11(a)	US$	143	$	146,179
US Bancorp 5.30%, 4/28/09(a)		220		221,319
Wachovia Corp. 3.625%, 2/17/09(a)		225		222,450
5.50%, 5/01/13(a)		505		483,336
Washington Mutual, Inc. 4.20%, 1/15/10(a)		18		15,660
Zions Bancorporation 5.50%, 11/16/15(a)		105		83,631
				6,923,154
BROKERAGE–1.5%
The Bear Stearns Co., Inc. 5.55%, 1/22/17(a)		394		364,145
5.70%, 11/15/14(a)		450		434,888
7.625%, 12/07/09(a)		215		222,252
The Goldman Sachs Group, Inc. 3.875%, 1/15/09(a)		230		230,007
4.75%, 7/15/13(a)		315		302,999
7.35%, 10/01/09(a)		95		97,564
Lehman Brothers Holdings, Inc. 5.75%, 1/03/17(a)		155		136,782
6.00%, 5/03/32(a)(d)		225		172,022
6.20%, 9/26/14(a)		75		71,585
6.50%, 7/19/17(a)		75		69,384
7.875%, 11/01/09(a)		43		43,849
Merrill Lynch & Co., Inc. 4.125%, 1/15/09(a)		66		65,245
6.00%, 2/17/09(a)		175		174,360
6.05%, 5/16/16(a)		535		493,536
6.11%, 1/29/37(a)		250		198,552
				3,077,170
FINANCE–2.8%
American Express Centurion 4.375%, 7/30/09(a)		250		248,970
American Express Co. 4.75%, 6/17/09(a)		98		97,634
American General Finance Corp. 4.625%, 5/15/09(a)		225		223,194
Capital One Bank 4.25%, 12/01/08(a)		225		224,587
5.00%, 6/15/09(a)		100		99,851
6.50%, 6/13/13(a)		140		137,092
Capital One Financial Corp. 4.80%, 2/21/12(a)		470		437,012
5.50%, 6/01/15(a)		42		37,765
6.75%, 9/15/17(a)		45		44,587
CIT Group, Inc. 5.00%, 2/01/15(a)		240		165,951
5.85%, 9/15/16(a)		360		248,389
7.625%, 11/30/12(a)		435		361,562
Series MTN 5.125%, 9/30/14(a)		195		139,668

	Principal Amount (000)			U.S. $ Value
Countrywide Financial Corp. Series MTN
5.80%, 6/07/12(a)	US$		229	$	216,590
Countrywide Home Loans, Inc. Series MTNL
4.00%, 3/22/11(a)			4		3,641
General Electric Capital Corp. 4.375%, 11/21/11(a)			155		155,340
4.80%, 5/01/13(a)			435		426,156
6.75%, 3/15/32(a)			620		624,309
Household Finance Corp. 4.125%, 12/15/08(a)			45		44,930
HSBC Finance Corp. 7.00%, 5/15/12(a)			280		290,024
International Lease Finance Corp. 3.50%, 4/01/09(a)			350		341,009
6.375%, 3/15/09(a)			220		218,938
iStar Financial, Inc. 5.15%, 3/01/12(a)			320		264,000
SLM Corp. 5.375%, 1/15/13(a)			385		339,095
5.45%, 4/25/11(a)			235		214,613
Series MTNA 4.50%, 7/26/10(a)			90		83,278
VTB Capital SA
6.609%, 10/31/12(a)(b)			135		131,112
					5,819,297
INSURANCE–1.4%
The Allstate Corp.
6.125%, 5/15/37(a)			530		480,869
Allstate Life Global Funding Trust Series 04-1 4.50%, 5/29/09(a)			97		97,152
Genworth Financial, Inc. 1.60%, 6/20/11(a)		JPY	15,000		134,480
4.75%, 6/15/09(a)	US$		83		82,576
5.231%, 5/16/09(a)			225		226,097
6.515%, 5/22/18(a)			520		486,761
Hartford Financial Services Group, Inc. 6.10%, 10/01/41(a)			205		179,874
Humana, Inc. 6.30%, 8/01/18(a)			215		199,398
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)(b)			145		139,971
7.80%, 3/15/37(a)(b)			80		63,869
Prudential Financial, Inc. 5.15%, 1/15/13(a)			325		316,768
UnitedHealth Group, Inc. 4.125%, 8/15/09(a)			82		81,257
5.25%, 3/15/11(a)			95		94,560
WellPoint, Inc. 4.25%, 12/15/09(a)			72		71,275
XL Capital Ltd. 5.25%, 9/15/14(a)			235		213,168
6.25%, 5/15/27(a)			200		166,864
					3,034,939

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
OTHER FINANCE–0.0%
Aiful Corp.
6.00%, 12/12/11(a)(b)	US$	125	$	103,310
REITS–0.4%
HCP, Inc. 5.95%, 9/15/11(a)		225		218,468
Simon Property Group LP 5.00%, 3/01/12(a)		220		214,361
5.625%, 8/15/14(a)		420		406,122
				838,951
				19,796,821
UTILITY–2.1%
ELECTRIC–1.7%
Carolina Power & Light Co. 6.50%, 7/15/12(a)		480		503,567
Exelon Corp. 6.75%, 5/01/11(a)		95		97,596
FirstEnergy Corp. Series B 6.45%, 11/15/11(a)		405		415,570
Series C 7.375%, 11/15/31(a)		420		456,707
MidAmerican Energy Holdings Co. 5.875%, 10/01/12(a)		240		246,849
Nisource Finance Corp. 6.80%, 1/15/19(a)		550		539,357
7.875%, 11/15/10(a)		110		114,072
Pacific Gas & Electric Co. 4.80%, 3/01/14(a)		215		209,500
6.05%, 3/01/34(a)		125		120,529
Progress Energy, Inc. 7.10%, 3/01/11(a)		73		76,813
Public Service Company of Colorado Series 10 7.875%, 10/01/12(a)		210		234,201
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)(b)		235		236,726
Wisconsin Energy Corp. 6.25%, 5/15/67(a)(d)		204		175,469
				3,426,956
NATURAL GAS–0.2%
Duke Energy Field Services Corp. 7.875%, 8/16/10(a)		70		73,462
Enterprise Products Operating LP Series B 5.60%, 10/15/14(a)		95		93,062
TransCanada Pipelines Ltd. 6.35%, 5/15/67(a)(d)		235		202,916
Williams Co., Inc. 7.875%, 9/01/21(a)		105		111,300
				480,740
OTHER UTILITY–0.2%
Veolia Environnement 6.00%, 6/01/18(a)		350		349,197
				4,256,893

	Principal Amount (000)		U.S. $ Value
NON CORPORATE SECTORS–0.3%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.3%
Gaz Capital SA 6.51%, 3/07/22(a)(b)	US$	657	$	578,962
FOREIGN LOCAL GOVERNMENT– MUNICIPAL–0.0%
TNK-BP Finance SA 7.50%, 7/18/16(a)(b)		100		94,620
				673,582
Total Corporates—Investment Grades (cost $48,865,773)				48,067,967
COMMERCIAL MORTGAGE-BACKED SECURITIES—12.8%
NON-AGENCY FIXED RATE CMBS–12.8%
Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A2 5.787%, 5/11/35(a)		319		321,852
Series 2004-4, Class A3 4.128%, 7/10/42(a)		410		410,000
Series 2004-6, Class A2 4.161%, 12/10/42(a)		525		521,286
Series 2005-6, Class A4 5.352%, 9/10/47(a)		470		451,750
Series 2006-5, Class A4 5.414%, 9/10/47(a)		455		432,144
Bear Stearns Commercial Mortgage Securities, Inc. Series 2005-PWR7, Class A3 5.116%, 2/11/41(a)		505		483,333
Series 2005-T18, Class A4 4.933%, 2/13/42(a)		530		501,442
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2007-CD4, Class A2B 5.205%, 12/11/49(a)		1,090		1,060,382
Commercial Mortgage Pass Through Certificates Series 2007-C9, Class A4 6.01%, 12/10/49(a)		1,085		1,038,458
Credit Suisse First Boston Mortgage Securities Corp. Series 2003-CK2, Class A2 3.861%, 3/15/36(a)		51		50,934
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 6.021%, 6/15/38(a)		1,095		1,074,034
Series 2006-C5, Class A3 5.311%, 12/15/39(a)		225		211,303
GE Capital Commercial Mortgage Corp. Series 2005-C3, Class A3FX 4.863%, 7/10/45(a)		455		452,862

7

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Greenwich Capital Commercial Funding Corp. Series 2003-C1, Class A4 4.111%, 7/05/35(a)	US$	450	$	420,597
Series 2005-GG3, Class A2 4.305%, 8/10/42(a)		530		526,193
Series 2007-GG9, Class A2 5.381%, 3/10/39(a)		1,090		1,066,054
Series 2007-GG9, Class A4 5.444%, 3/10/39(a)		1,115		1,038,949
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38(a)		300		293,788
Series 2006-GG8, Class A2 5.479%, 11/10/39(a)		1,070		1,061,071
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1, Class A2 4.302%, 1/15/38(a)		95		92,233
Series 2005-LDP1, Class A4 5.038%, 3/15/46(a)		550		525,385
Series 2005-LDP3, Class A2 4.851%, 8/15/42(a)		405		402,124
Series 2005-LDP4, Class A2 4.79%, 10/15/42(a)		440		436,347
Series 2005-LDP5, Class A2 5.198%, 12/15/44(a)		360		358,820
Series 2006-CB14, Class A4 5.481%, 12/12/44(a)		545		522,165
Series 2006-CB15, Class A4 5.814%, 6/12/43(a)		1,035		1,009,683
Series 2006-CB17, Class A4 5.429%, 12/12/43(a)		420		397,825
Series 2007-C1, Class A4 5.716%, 11/15/17(a)		1,115		1,046,319
Series 2007-CB19, Class A4 5.937%, 2/12/49(a)		1,110		1,060,050
Series 2007-LD11, Class A4 6.007%, 6/15/49(a)		1,105		1,056,969
LB-UBS Commercial Mortgage Trust Series 2003-C3, Class A4 4.166%, 5/15/32(a)		430		412,257
Series 2004-C4, Class A4 5.295%, 6/15/29(a)		830		818,796
Series 2004-C8, Class A2 4.201%, 12/15/29(a)		420		416,875
Series 2005-C1, Class A4 4.742%, 2/15/30(a)		365		344,176
Series 2005-C7, Class A4 5.197%, 11/15/30(a)		340		326,710
Series 2006-C6, Class A4 5.372%, 9/15/39(a)		475		449,421
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2007-9, Class A4 5.70%, 9/12/17(a)		1,105		1,040,467

	Principal Amount (000)		U.S. $ Value
Morgan Stanley Capital I Series 2005-T17, Class A5 4.78%, 12/13/41(a)	US$	655	$	618,718
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45(a)		1,080		1,046,468
Series 2007-C31, Class A4 5.509%, 4/15/47(a)		1,100		1,024,727
Series 2007-C32, Class A2 5.924%, 6/15/49(a)		1,060		1,045,203
Series 2007-C32, Class A3 5.929%, 6/15/49(a)		1,105		1,048,485
Total Commercial Mortgage-Backed Securities (cost $27,623,707)				26,916,655
MORTGAGE PASS- THRU’S–10.8%
AGENCY FIXED RATE 30-YEAR—10.4%
Federal Gold Loan Mortgage Corp. Series 2005 4.50%, 8/01/35–10/01/35(a)		1,258		1,168,006
Series 2007 5.50%, 7/01/35(a)		321		318,675
Federal Home Loan Mortgage Corp. Series 2007 7.00%, 2/01/37(a)		883		926,562
Federal National Mortgage Association Series 2002 7.00%, 3/01/32(a)		37		38,645
Series 2003 5.00%, 11/01/33(a)		323		311,499
5.50%, 4/01/33–7/01/33(a)		1,329		1,317,688
Series 2004 5.50%, 4/01/34–11/01/34(a)		1,098		1,087,929
6.00%, 9/01/34(a)		632		639,616
Series 2005 4.50%, 8/01/35(a)		972		901,994
5.50%, 2/01/35(a)		1,316		1,304,713
Series 2006 5.00%, 2/01/36(a)		2,276		2,189,646
6.50%, 9/01/36(a)		1,298		1,338,492
Series 2007 4.50%, 9/01/35–8/01/37(a)		1,144		1,062,729
5.00%, 7/01/36(a)		355		341,972
5.50%, 11/01/36(a)		1,151		1,137,667
6.50%, 9/01/37(a)		876		903,098
Series 2008 5.50%, 3/01/37(a)		2,711		2,680,168
Government National Mortgage Association Series 1994 9.00%, 9/15/24(a)		6		6,349
Series 2006 6.00%, 7/15/36(a)		4,006		4,074,333
				21,749,781

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
AGENCY ARMS–0.4%
Federal Home Loan Mortgage Corp.
Series 2007 6.096%, 1/01/37(a)(e)	US$	243	$	248,354
Federal National Mortgage Association
Series 2006 5.849%, 11/01/36(a)(e)		668		684,689
				933,043
Total Mortgage Pass-Thru’s (cost $22,633,810)				22,682,824
CORPORATES–NON-INVESTMENT GRADES–7.2%
INDUSTRIAL–4.5%
BASIC–0.4%
Citigroup (JSC Severstal) 9.25%, 4/19/14(a)(b)		228		237,690
Ineos Group Holdings PLC 8.50%, 2/15/16(a)(b)		179		117,692
Novelis, Inc. 7.25%, 2/15/15(a)		170		160,650
Peabody Energy Corp.
Series B 6.875%, 3/15/13(a)		190		190,475
Westvaco Corp. 8.20%, 1/15/30(a)		50		48,405
				754,912
CAPITAL GOODS–0.7%
Allied Waste North America, Inc. 6.375%, 4/15/11(a)		174		172,260
Bombardier, Inc. 6.30%, 5/01/14(a)(b)		270		257,850
8.00%, 11/15/14(a)(b)		225		230,625
Case Corp. 7.25%, 1/15/16(a)		170		165,750
Case New Holland, Inc. 7.125%, 3/01/14(a)		175		171,500
Crown Americas 7.625%, 11/15/13(a)		155		154,613
Owens Brockway Glass Container, Inc. 6.75%, 12/01/14(a)		205		205,000
Russell–Stanley Holdings, Inc. 9.00%, 11/30/08(f)(g)(h)		36		4,566
United Rentals North America, Inc. 7.75%, 11/15/13(a)		220		176,000
				1,538,164
COMMUNICATIONS– MEDIA–0.8%
CCH I Holdings LLC 11.75%, 5/15/14(a)(c)		420		256,200
Clear Channel Communications, Inc. 5.50%, 9/15/14(a)		238		142,800

	Principal Amount (000)		U.S. $ Value
DirecTV Holdings LLC 6.375%, 6/15/15(a)	US$	216	$	202,500
Echostar DBS Corp. 6.625%, 10/01/14(a)		255		235,875
Idearc, Inc. 8.00%, 11/15/16(a)		330		207,487
Quebecor Media, Inc. 7.75%, 3/15/16(a)		230		213,900
RH Donnelley Corp. 8.875%, 10/15/17(a)(b)		545		324,275
WDAC Subsidiary Corp. 8.375%, 12/01/14(a)(b)		70		52,500
				1,635,537
COMMUNICATIONS– TELECOMMUNICATIONS–0.8%
Alltel Corp. 7.875%, 7/01/32(a)		170		172,550
Citizens Communications Co. 6.25%, 1/15/13(a)		210		194,775
Digicel Ltd. 9.25%, 9/01/12(a)(b)		161		165,629
Inmarsat Finance PLC 10.375%, 11/15/12(a)(i)		155		156,550
Mobile Telesystems Finance SA 8.00%, 1/28/12(a)(b)		231		233,599
Nextel Communications, Inc.
Series D 7.375%, 8/01/15(a)		140		116,200
Sprint Capital Corp. 6.875%, 11/15/28(a)		235		195,637
8.375%, 3/15/12(a)		365		361,350
8.75%, 3/15/32(a)		75		71,437
				1,667,727
CONSUMER CYCLICAL– AUTOMOTIVE–0.6%
Affinia Group, Inc. 9.00%, 11/30/14(a)		85		68,850
Ford Motor Co. 7.45%, 7/16/31(a)		364		212,030
Ford Motor Credit Co. 5.46%, 1/13/12(a)(e)		240		170,587
7.00%, 10/01/13(a)		204		150,228
General Motors Corp. 8.25%, 7/15/23(a)		350		203,875
8.375%, 7/15/33(a)		320		189,600
Lear Corp.
Series B 8.75%, 12/01/16(a)		195		152,100
Visteon Corp. 7.00%, 3/10/14(a)		165		89,925
				1,237,195
CONSUMER CYCLICAL– OTHER–0.7%
Broder Brothers Co.
Series B 11.25%, 10/15/10(a)		77		52,168

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Greektown Holdings LLC 10.75%, 12/01/13(b)(h)	US$	90	$	66,600
Harrah’s Operating Co., Inc. 6.50%, 6/01/16(a)		237		129,165
10.75%, 2/01/16(a)(b)		160		132,800
Host Hotels & Resorts LP
Series Q 6.75%, 6/01/16(a)		250		221,875
MGM Mirage 6.625%, 7/15/15(a)		302		242,355
8.375%, 2/01/11(a)		280		270,200
Universal City Florida Holding Co. 8.375%, 5/01/10(a)		60		59,400
Wynn Las Vegas Capital Corp. 6.625%, 12/01/14(a)		260		237,900
				1,412,463
CONSUMER CYCLICAL–RETAILERS–0.0%
Rite Aid Corp. 6.875%, 8/15/13(a)		160		96,000
9.375%, 12/15/15(a)		10		6,700
				102,700
CONSUMER NON- CYCLICAL–0.1%
Elan Finance PLC/Elan Finance Corp. 7.75%, 11/15/11(a)		225		218,250
Tyson Foods, Inc. 6.85%, 4/01/16(a)		103		93,601
				311,851
ENERGY–0.1%
Chesapeake Energy Corp. 7.75%, 1/15/15(a)		210		217,875
SERVICES–0.0%
Travelport LLC 9.875%, 9/01/14(a)		35		31,063
TECHNOLOGY–0.3%
Amkor Technology, Inc. 9.25%, 6/01/16(a)		180		171,450
Avago Technologies Finance 10.125%, 12/01/13(a)		110		116,600
CA, Inc. 4.75%, 12/01/09(a)		110		108,573
Flextronics International Ltd. 6.50%, 5/15/13(a)		175		167,125
				563,748
TRANSPORTATION– AIRLINES–0.0%
Continental Airlines, Inc.
Series RJO3 7.875%, 7/02/18(a)		42		32,018
				9,505,253

	Principal Amount (000)		U.S. $ Value
NON CORPORATE SECTORS–1.7%
DERIVATIVES–RACERS -0.9%
Racers
Series 06-6-T 2.813%, 7/01/08(a)(b)(e)	US$	1,950	$	1,779,771
DERIVATIVES–TOTAL RETURN SWAPS–0.8%
High Yield Total Return Trust
Series 2007-1 2.638%, 7/01/08(a)(b)(e)		1,950		1,746,264
				3,526,035
UTILITY–1.0%
ELECTRIC–0.8%
The AES Corp. 7.75%, 3/01/14(a)		250		246,563
Dynegy Holdings, Inc. 8.375%, 5/01/16(a)		205		198,850
Dynegy Roseton/Danskammer Pass Through Trust
Series B 7.67%, 11/08/16(a)		195		192,075
Edison Mission Energy 7.00%, 5/15/17(a)		255		238,425
7.50%, 6/15/13(a)		150		148,875
Mirant Americas Generation LLC 8.50%, 10/01/21(a)		175		163,187
NRG Energy, Inc. 7.375%, 2/01/16–1/15/17(a)		440		415,087
Reliant Energy, Inc. 7.875%, 6/15/17(a)		155		151,513
				1,754,575
NATURAL GAS–0.2%
Enterprise Products Operating LP 8.375%, 8/01/66(a)(d)		305		304,912
				2,059,487
FINANCIAL INSTITUTIONS—0.0%
INSURANCE–0.0%
Crum & Forster Holdings Corp. 7.75%, 5/01/17(a)		95		88,113
Total Corporates–Non-Investment Grades (cost $17,586,637)				15,178,888
AGENCIES–4.9%
AGENCY DEBENTURES–4.9%
Federal Home Loan Mortgage Corp. 4.75%, 1/19/16(a)		1,810		1,832,020
5.50%, 8/23/17(a)		565		597,501
Federal National Mortgage Association 6.25%, 5/15/29(a)		325		367,676
6.625%, 11/15/30(a)		135		160,253
Series 2001 5.375%, 11/15/11(a)		5,000		5,262,530
Series 2004 4.125%, 4/15/14(a)		2,000		1,989,142
Total Agencies (cost $9,790,401)				10,209,122

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GOVERNMENTS– SOVEREIGN BONDS–3.3%
Republic of Brazil 6.00%, 1/17/17(a)	US$		611	$	623,220
7.125%, 1/20/37(a)			823		907,358
8.75%, 2/04/25(a)			126		157,689
8.875%, 10/14/19–4/15/24(a)			946		1,189,804
11.00%, 8/17/40(a)			141		186,472
Malaysia 7.50%, 7/15/11(a)			303		328,227
8.75%, 6/01/09(a)			180		187,762
United Mexican States 5.625%, 1/15/17(a)			256		258,688
11.375%, 9/15/16(a)			272		378,352
Series A 8.00%, 9/24/22(a)			1,158		1,409,286
Russian Federation 7.50%, 3/31/30(a)(b)(c)			699		784,919
11.00%, 7/24/18(a)(b)			240		336,000
Series VII 3.00%, 5/14/11(a)			160		152,000
Republic of South Africa 7.375%, 4/25/12(a)			142		149,810
Total Governments–Sovereign Bonds (cost $6,572,029)					7,049,587
GOVERNMENTS–SOVEREIGN AGENCIES–2.2%
Canada Housing Trust No 1 4.55%, 12/15/12 (a)(b)		CAD	2,400		2,412,945
Landwirtschaftliche Rentenbank 1.375%, 4/25/13(a)		JPY	229,000		2,141,741
5.125%, 2/01/17(a)	US$		70		73,194
Total Governments–Sovereign Agencies (cost $4,549,479)					4,627,880
CMOS–1.2%
NON-AGENCY ARMS–0.8%
Bear Stearns Alt-A Trust Series 2006-3, Class 22A1
6.176%, 5/25/36(a)(d)			162		114,934
Series 2007-1, Class 21A1 5.72%, 1/25/47(a)(d)			243		188,122
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.113%, 5/25/35(a)(d)			452		428,884
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(a)(e)			519		465,440
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 6.214%, 5/25/36(a)(d)			225		183,281

	Principal Amount (000)			U.S. $ Value
Residential Funding Mortgage Securities, Inc. Series 2005-SA3, Class 3A 5.24%, 8/25/35(a)(d)	US$		292	$	280,808
					1,661,469
NON-AGENCY FLOATING RATE–0.4%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 4.528%, 12/25/35(a)(e)			150		115,094
Series 2007-OA3, Class M1 2.793%, 4/25/47(e)(f)			145		27,112
JPMorgan Alternative Loan Trust Series 2006-A3, Class 2A1 6.069%, 7/25/36(a)(d)			452		342,084
Washington Mutual Mortgage Pass Through Series 2007-OA1, Class A1A 4.228%, 2/25/47(a)(e)			356		269,531
Series 2007-OA3, Class B1 2.933%, 4/25/47(e)(f)			449		90,511
					844,332
AGENCY FLOATING RATE–0.0%
Fannie Mae Grantor Trust
Series 2004-T5, Class AB4 2.574%, 5/28/35(a)(e)			50		40,212
Total CMOs (cost $3,490,376)					2,546,013
QUASI–SOVEREIGNS–1.2%
QUASI–SOVEREIGN BONDS–1.2%
Pemex Project Funding Master Trust 5.75%, 3/01/18(a)(b)			90		87,975
Petronas Capital Ltd. 7.00%, 5/22/12(a)(b)			426		460,387
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(a)(b)			377		336,781
7.75%, 5/29/18(a)(b)			1,610		1,577,800
Total Quasi–Sovereigns (cost $2,519,542)					2,462,943
INFLATION-LINKED SECURITIES–1.0%
Government of Canada 3.00%, 12/01/36(a)		CAD	67		89,178
U.S. Treasury Notes 2.375%, 4/15/11 (TIPS)	US$		1,894		2,006,536
Total Inflation-Linked Securities (cost $1,936,990)					2,095,714

11

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
ASSET-BACKED SECURITIES–1.0%
HOME EQUITY LOANS–FLOATING RATE–0.6%
Asset Backed Funding Certificates
Series 2003-WF1, Class A2 3.518%, 12/25/32(a)(e)	US$	136	$	121,481
Credit-Based Asset Servicing & Securities, Inc. Series 2005-CB7, Class AF2 5.147%, 11/25/35(a)(c)		75		70,035
GE-WMC Mortgage Securities LLC Series 2005-2, Class A2B 2.653%, 12/25/35(a)(e)		147		142,343
HFC Home Equity Loan Asset Backed Certificates Series 2005-3, Class A1 2.742%, 1/20/35(a)(e)		153		126,922
Home Equity Asset Trust Series 2007-2, Class M1 2.913%, 7/25/37(a)(e)		475		57,760
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 2.593%, 11/25/36(a)(e)		490		448,886
Option One Mortgage Loan Trust Series 2007-2, Class M1 2.843%, 3/25/37(a)(e)		160		18,368
RAAC Series Series 2006-SP3, Class A1 2.563%, 8/25/36(a)(e)		65		62,030
Residential Asset Mortgage Products, Inc. Series 2005-RS3, Class AIA2 2.653%, 3/25/35(a)(e)		50		44,244
Series 2005-RZ1, Class A2 2.683%, 4/25/35(a)(e)		108		95,702
Specialty Underwriting & Residential Finance Series 2006-BC1, Class A2A 2.563%, 12/25/36(a)(e)		1		669
				1,188,440
HOME EQUITY LOANS–FIXED RATE–0.4%
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33(a)		116		77,040
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36(a)		468		357,583
Credit-Based Asset Servicing & Securities, Inc. Series 2003-CB1, Class AF 3.95%, 1/25/33(a)(c)		252		216,611

		Principal Amount (000)	U.S. $ Value
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36(a)	US$	63	$	59,726
Residential Funding Mortgage Securities II, Inc. Series 2005-HI2, Class A3 4.46%, 5/25/35(a)		48		47,548
				758,508
OTHER ABS–FIXED RATE–0.0%
DB Master Finance, LLC Series 2006-1, Class A2 5.779%, 6/20/31(a)(b)		100		86,000
Total Asset-Backed Securities (cost $2,900,422)				2,032,948
EMERGING MARKETS–SOVEREIGNS–0.1%
NON CORPORATE SECTORS–0.1%
SOVEREIGN–0.1%
Dominican Republic 8.625%, 4/20/27(a)(b)		100		102,440
Republic of Panama 9.375%, 4/01/29(a)		127		165,926
Total Emerging Markets– Sovereigns (cost $263,751)				268,366
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
CONSUMER CYCLICAL– OTHER–0.1%
Royal Caribbean Cruises Ltd. 8.75%, 2/02/11(a)		140		140,875
UTILITY–0.0%
OTHER UTILITY–0.0%
Mmg Fiduc (aes El Salv) 6.75%, 2/01/16(a)(b)		100		92,693
Total Emerging Markets– Corporate Bonds (cost $234,171)				233,568
		Shares
NON-CONVERTIBLE–PREFERRED STOCKS–0.1%
FINANCIAL INSTITUTIONS–0.1%
REITS–0.1%
Sovereign REIT 12.00%(a)(b)		93		90,210
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal National Mortgage Association 8.25%(a)		2,950		67,702
Total Non-Convertible– Preferred Stocks (cost $161,409)				157,912

12

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
SUPRANATIONALS–0.0%
European Investment Bank 4.875%, 2/15/36(a) (cost $109,785)	US$	110	$	108,222
		Shares
PREFERRED STOCKS–0.0%
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%(a)(d) (cost $60,000)		2,400		58,320

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–4.3%
TIME DEPOSIT–4.3%
Bank of New York 1.00%, 7/01/08 (cost $9,110,000)	US$	9,110	$	9,110,000
TOTAL INVESTMENTS–101.8% (cost $217,475,268)				214,058,976
Other assets less liabilities–(1.8)%				(3,829,159	)
NET ASSETS–100.0%			$	210,229,817

INTEREST RATE SWAP TRANSACTIONS (see Note D)

				Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date	Payments made by the Portfolio		Payments received by the Portfolio		Unrealized Appreciation/ (Depreciation)
Lehman Brothers	$	14,615	6/03/10	BMA	*	3.4440	%	$	(9,326	)
Lehman Brothers		1,500	12/04/11	BMA	*	4.8504	%		42,981
Lehman Brothers		1,000	3/02/16	BMA	*	5.0625	%		49,035
Lehman Brothers		6,025	11/28/17	BMA	*	4.7225	%		43,903

FINANCIAL FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2008		Unrealized Appreciation/ (Depreciation)
Sold Contracts
EURO-BOND FUTURE	16	September 2008	$	2,819,208	$	2,785,401	$	33,807
JPN 10Y BOND (TSE)	4	September 2008		5,058,489		5,102,415		(43,926	)
							$	(10,119	)

13

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2008		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Canadian Dollar settling 8/13/08	56	$	55,073	$	54,839	$	(234	)
Canadian Dollar settling 8/13/08	4,089		3,998,188		4,008,701		10,513
Euro settling 7/29/08	576		892,831		906,016		13,185
Euro settling 7/29/08	1,681		2,624,724		2,642,231		17,507
Great British Pound settling 8/11/08	395		775,793		783,925		8,132
Japanese Yen settling 7/17/08	58,912		546,977		555,350		8,373
New Zealand Dollar settling 7/08/08	253		191,081		192,563		1,482
Norwegian Krone settling 8/12/08	28,839		5,496,363		5,640,019		143,656
Singapore Dollar settling 8/01/08	205		150,212		150,698		486
Swedish Krona settling 9/08/08	5,302		871,751		877,291		5,540
Swedish Krona settling 9/08/08	31,951		5,264,572		5,286,923		22,351
Swiss Franc settling 7/10/08	2,713		2,652,039		2,656,276		4,237
Sale Contracts:
Canadian Dollar settling 8/13/08	323		320,988		317,071		3,917
Euro settling 7/29/08	2,031		3,184,224		3,192,583		(8,359	)
Great British Pound settling 8/11/08	3,051		5,961,952		6,056,041		(94,089	)
Japanese Yen settling 7/17/08	2,093		19,754		19,731		23
Japanese Yen settling 7/17/08	1,083,936		10,417,449		10,217,927		199,522
New Zealand Dollar settling 7/08/08	396		302,032		301,699		333
Norwegian Krone settling 8/12/08	81		15,647		15,873		(226	)
Singapore Dollar settling 8/01/08	205		150,068		150,698		(630	)
Swiss Franc settling 7/10/08	4,261		4,083,102		4,171,938		(88,836	)
Swiss Franc settling 7/10/08	690		658,266		675,395		(17,129	)

(a) Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $202,753,651.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate market value of these securities amounted to $16,169,350 or 7.7% of net assets.

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2008.

(d) Variable rate coupon, rate shown as of June 30, 2008.

(e) Floating Rate Security. Stated interest rate was in effect at June 30, 2008.

(f) Illiquid security, valued at fair value. (see Note A)

(g) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.00% of net assets as of June 30, 2008, is considered illiquid and restricted (see Note A).

Restricted Securities	Acquisition Date	Acquisition Cost		Market Value		Percentage of Net Assets
Russell-Stanley Holdings, Inc. 9.00%, 11/30/08	11/09/01–6/06/05	$	463,798	$	4,566	0.00	%

14

AllianceBernstein Variable Products Series Fund

(h) Security is in default and is non-income producing.

(i) Indicates a security that has a zero coupon that remains in effect until a predetermined date at which time the stated coupon rate becomes effective until final maturity.

* Variable interest rate based on the Securities Industry & Financial Markets Association, formerly the Bond Market Association (BMA).

The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of June 30, 2008, the fund’s total exposure to subprime investments was 1.98%. These investments are valued in accordance with the fund’s Valuation Policies (see Note A.1 for additional details).

Currency Abbreviations:

CAD—Canadian Dollar

COP—Colombian Peso

EUR—Euro Dollar

GBP—Great British Pound

JPY—Japanese Yen

Glossary:

BMA—Bond Market Association

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

15

INTERMEDIATE BOND PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments in Securities			Other Financial Instruments*
Level 1	$	–0	–	$	(10,120	)
Level 2		196,051,932			364,860
Level 3		18,007,044			–0	–
Total	$	214,058,976		$	354,740

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments in Securities			Other Financial Instruments
Balance as of 12/31/07	$	8,616,044		$	–0	–
Accrued discounts/premiums		(1,349	)		–0	–
Realized gain		403,115			–0	–*
Change in unrealized appreciation/depreciation		(1,964,401	)		–0	–
Net purchases (sales)		(3,649,769	)		–0	–
Net transfers in and/or out of Level 3		1,792,048			–0	–
Securities from Fund Acquisitions		12,811,356			–0	–
Balance as of 6/30/08	$	18,007,044		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	(1,964,401	)	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

16

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $217,475,268)	$	214,058,976
Cash		845,182
Foreign cash, at value (cost $554,100)		648,505	(a)
Unrealized appreciation of forward currency exchange contracts		439,257
Unrealized appreciation of interest rate swap contracts		181,234	(b)
Receivable for investment securities sold		5,415,160
Dividends and interest receivable		2,110,880
Receivable for capital stock sold		25,258
Receivable for variation margin on futures contracts		11,866
Total assets		223,736,318
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		209,503
Unrealized depreciation of interest rate swap contracts		9,326
Payable for investment securities purchased		11,861,974
Payable for capital stock redeemed		791,450
Advisory fee payable		78,690
Premium received on swap contracts		45,315
Administrative fee payable		25,098
Distribution fee payable		10,664
Transfer Agent fee payable		84
Accrued expenses		474,397
Total liabilities		13,506,501
NET ASSETS	$	210,229,817
COMPOSITION OF NET ASSETS
Capital stock, at par	$	18,949
Additional paid-in capital		209,249,192
Undistributed net investment income		2,840,486
Accumulated net realized gain on investment and foreign currency transactions		1,148,111
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(3,026,921	)
	$	210,229,817

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	158,693,644	14,275,597	$	11.12
B	$	51,536,173	4,672,927	$	11.03

(a) An amount equivalent to U.S. $96,693 has been segregated to collateralized margin requirements for the open futures contracts outstanding at June 30, 2008.

(b) Includes swap premium of $45,315.

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest (net of foreign withholding taxes of $189)	$	3,342,166
Dividends		4,108
Total investment income		3,346,274
EXPENSES
Advisory fee (see Note B)		296,011
Distribution fee—Class B		39,812
Transfer agency—Class A		897
Transfer agency—Class B		286
Custodian		58,015
Administrative		46,100
Audit		24,000
Printing		7,464
Legal		2,045
Directors’ fees		887
Miscellaneous		1,567
Total expenses		477,084
Net investment income		2,869,190
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		48,586
Futures		118,703
Swap contracts		29,550
Foreign currency transactions		1,345,120
Net change in unrealized appreciation/depreciation of:
Investments		(5,918,644	)
Futures		(10,119	)
Swap contracts		6,924
Foreign currency denominated assets and liabilities		227,582
Net loss on investment and foreign currency transactions		(4,152,298	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(1,283,108	)

See notes to financial statements.

18

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,869,190		$	4,112,881
Net realized gain on investment and foreign currency transactions		1,541,959			461,322
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(5,694,257	)		(346,453	)
Net increase (decrease) in net assets from operations		(1,283,108	)		4,227,750
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,089,962	)		(3,234,289	)
Class B		(996,992	)		(911,329	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		129,005,445			(7,482,382	)
Total increase (decrease)		123,635,383			(7,400,250	)
NET ASSETS
Beginning of period		86,594,434			93,994,684
End of period (including undistributed net investment income of $2,840,486 and $4,058,250, respectively)	$	210,229,817		$	86,594,434

See notes to financial statements.

19

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”), formerly AllianceBernstein U.S. Government/High Grade Securities Portfolio, is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

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AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

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INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolios to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2008, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	39,394,923	$	55,814,043
U.S. government securities		55,916,718		32,738,316

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, swap contracts and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	3,404,188
Gross unrealized depreciation		(6,820,480	)
Net unrealized depreciation	$	(3,416,292	)

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as

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AllianceBernstein Variable Products Series Fund

described below under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2008, the Portfolio had no transactions in written options.

4. Swap Agreements

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interest payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities.

In accordance with Financial Accounting Standards Board Statement No. 133, the Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as

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INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

realized gain/loss on swaps, in addition to realized gain/loss recorded upon the termination of swap contracts on the statement of operations. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of investments.

5. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

6. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2008, the Portfolio had no transactions in dollar rolls.

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	257,163		781,021		$	3,003,773		$	9,157,740
Shares issued in reinvestment of dividends	275,397		284,709			3,089,962			3,234,289
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	9,547,574		–0	–		106,562,852			–0	–
Shares redeemed	(1,435,167	)	(1,519,605	)		(16,257,920	)		(17,792,556	)
Net increase (decrease)	8,644,967		(453,875	)	$	96,398,667		$	(5,400,527	)
Class B
Shares sold	304,859		338,391		$	3,555,154		$	3,902,927
Shares issued in reinvestment of dividends	89,496		80,863			996,992			911,329
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	3,110,268		–0	–		34,459,827			–0	–
Shares redeemed	(570,023	)	(594,789	)		(6,405,195	)		(6,896,111	)
Net increase (decrease)	2,934,600		(175,535	)	$	32,606,778		$	(2,081,855	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for

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AllianceBernstein Variable Products Series Fund

medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Fund’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2008.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007			2006
Distributions paid from:
Ordinary income	$	4,145,618		$	3,988,426
Net long-term capital gains		–0	–		–0	–
Total taxable distributions		4,145,618			3,988,426
Total distributions paid	$	4,145,618		$	3,988,426

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,067,871
Accumulated capital and other losses		(357,884	)(a)
Unrealized appreciation/(depreciation)		(273,904	)(b)
Total accumulated earnings/(deficit)	$	3,436,083

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $357,884, all of which expires in the year 2014. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. For the year ended December 31, 2007, the Portfolio utilized $546,303 of capital loss carryforwards.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the recognition for tax purposes of gains/losses on certain derivative instruments.

NOTE I

Acquisition of AllianceBernstein Global Dollar Government Portfolio, AllianceBernstein High Yield Portfolio, AllianceBernstein Americas Government Income Portfolio, AllianceBernstein Global Bond Portfolio by AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”)

On April 25, 2008, the Portfolio acquired all of the assets and assumed all of the liabilities of AllianceBernstein Global Dollar Government Portfolio (“Global Dollar Government”), AllianceBernstein High Yield Portfolio (“High Yield”),

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

AllianceBernstein Americas Government Income Portfolio (“Americas Government Income”) and AllianceBernstein Global Bond Portfolio (“Global Bond”) in a tax free event, pursuant to a Plan of Acquisition and Liquidation.

As a result of the acquisition, stockholders of Global Dollar Government, High Yield, Americas Government Income and Global Bond received shares of the Portfolio equivalent to the aggregate net asset value of the shares they held in their respective Portfolios. Stockholders participating in Global Dollar Government, High Yield, Americas Government Income and Global Bond’s dividend reinvestment plan received full and fractional shares of the Portfolio. Other stockholders received cash in lieu of fractional shares. On April 25, 2008, the acquisition was accomplished by a tax-free exchange of 12,657,842 shares of the Portfolio for 1,938,390 shares of Global Dollar Government, 5,108,831 shares of High Yield, 3,392,239 shares of Americas Government Income and 3,898,401 shares of Global Bond. The aggregate net assets of the Portfolio, Global Dollar Government, High Yield, Americas Government Income and Global Bond immediately before the acquisition were $85,627,226, $23,506,474, $31,533,721, $40,523,058, and $45,459,426 (including $2,895,655 of net unrealized appreciation of investments and foreign currency denominated assets and liabilities), respectively. Immediately after the acquisition, the combined net assets of the Portfolio amounted to $226,649,905.

NOTE J: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE K: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected

26

AllianceBernstein Variable Products Series Fund

to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

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INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$11.78		$11.78		$11.82		$12.28		$12.56		$12.54
Income From Investment Operations
Net investment income (a)	.23		.54		.50		.41		.32	(b)	.26
Net realized and unrealized gain (loss) on investment transactions	(.32	)	.01		(.06	)	(.17	)	.12		.23
Net increase (decrease) in net asset value from operations	(.09	)	.55		.44		.24		.44		.49
Less: Dividends and Distributions
Dividends from net investment income	(.57	)	(.55	)	(.48	)	(.36	)	(.36	)	(.37	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	(.34	)	(.36	)	(.10	)
Total dividends and distributions	(.57	)	(.55	)	(.48	)	(.70	)	(.72	)	(.47	)
Net asset value, end of period	$11.12		$11.78		$11.78		$11.82		$12.28		$12.56
Total Return
Total investment return based on net asset value (c)	(.85	)%*	4.85	%	3.93	%	1.98	%	3.77	%	3.88	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$158,694		$66,305		$71,655		$83,329		$102,543		$129,194
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.66	%(d)	.78	%	.77	%(e)	.71	%	.68	%	.77	%
Expenses, before waivers and reimbursements	.66	%(d)	.78	%	.77	%(e)	.71	%	.78	%	.77	%
Net investment income	4.42	%(d)	4.58	%	4.25	%(e)	3.37	%	2.46	%(b)	2.10	%
Portfolio turnover rate	69	%	90	%	327	%	529	%	662	%	748	%

See footnote summary on page 29.

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AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$11.67		$11.67		$11.72		$12.18		$12.47		$12.47
Income From Investment Operations
Net investment income (a)	.22		.50		.46		.38		.28	(b)	.24
Net realized and unrealized gain (loss) on investment transactions	(.32	)	.02		(.06	)	(.17	)	.13		.21
Net increase (decrease) in net asset value from operations	(.10	)	.52		.40		.21		.41		.45
Less: Dividends and Distributions
Dividends from net investment income	(.54	)	(.52	)	(.45	)	(.33	)	(.34	)	(.35	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	(.34	)	(.36	)	(.10	)
Total dividends and distributions	(.54	)	(.52	)	(.45	)	(.67	)	(.70	)	(.45	)
Net asset value, end of period	$11.03		$11.67		$11.67		$11.72		$12.18		$12.47
Total Return
Total investment return based on net asset value (c)	(.93	)%*	4.60	%	3.59	%	1.75	%	3.52	%	3.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$51,536		$20,289		$22,340		$24,716		$25,744		$21,982
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.91	%(d)	1.03	%	1.02	%(e)	.96	%	.93	%	1.03	%
Expenses, before waivers and reimbursements	.91	%(d)	1.03	%	1.02	%(e)	.96	%	1.03	%	1.03	%
Net investment income	4.17	%(d)	4.32	%	4.01	%(e)	3.14	%	2.19	%(b)	1.89	%
Portfolio turnover rate	69	%	90	%	327	%	529	%	662	%	748	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Including the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the performance of each share class for the six months ended June 30, 2008 by .09%.

29

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein U.S. Government/ High Grade Securities Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 09/30/07 ($MIL)	Portfolio
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$90.0	U.S. Government / High Grade Securities Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.090% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
U.S. Government / High Grade Securities Portfolio	Class A    0.77% Class B    1.02%	December 31

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 18, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

30

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional client assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolio.⁴ However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Adviser’s Form ADV that has a substantially similar investment style as the Portfolio.

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁵

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes.⁶ An EG will typically consist of seven to twenty funds. However, because the Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser, at the request of the Senior Officer and the

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

6 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

31

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Adviser, Lipper expanded the Portfolio’s EG to include peers that had a similar but not the same Lipper investment classification/objective.

Portfolio	Contractual Management Fee7	Lipper Expense Group Median	Rank
U.S. Government / High Grade Securities Portfolio	0.450	0.500	3/13

Because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification.⁸ A “normal” EU will include funds that have the same investment objective/classification as the subject fund.⁹ Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown:

Portfolio	Expense Ratio (%)10	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
U.S. Government / High Grade Securities Portfolio	0.774	0.635	12/13	0.612	34/35

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $58,568 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $271,155 on behalf of the Portfolio to ABI.

7 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

8 The expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested only that the EGs be expanded.

9 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

10 Most recently completed fiscal year Class A share total expense ratio.

32

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹¹ ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹²

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁴ study on advisory fees and various fund characteristics. The preliminary results of the updated study, based on more recent data and using Lipper classifications, were found to be consistent with the results of the original study. The independent consultant observed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $813 billion as of September 30, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

11 It should be noted that the insurance companies, linked to the variable products, provide additional shareholder services for the Portfolios, including record keeping, administration and customer service for contract holders.

12 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2006.

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

14 The Deli study was originally published in 2002 based on 1997 data.

33

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”)¹⁶ and Lipper Performance Universe (“PU”) for the periods ended July 31, 2007.¹⁷

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	5.13	4.89	5.13	2/7	10/19
3 year	3.51	3.65	3.85	5/7	15/19
5 year	4.05	4.19	4.42	6/7	16/19
10 year	5.00	5.14	5.18	6/7	16/19

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmark.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information for the Portfolio is also shown.²⁰

	Periods Ending July 31, 2007 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
U.S. Government / High Grade Securities Portfolio	5.13	3.51	4.05	5.00	5.38	3.45	0.36	10
Lehman Brothers Government Bond Index	5.80	3.79	3.93	5.71	6.05	4.16	0.47	10
Inception Date: September 17, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 26, 2007

15 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Portfolio’s PG/PU are not identical to the Portfolio’s EG/EU, as the criteria for including/excluding a fund in/from a PG/PU are somewhat different from that of an EG/EU.

17 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if the Portfolio may have had a different investment classification/objective at different points in time.

18 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

19 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2007. It should be noted that the “since inception” performance return of the benchmark is from the nearest month-end after the Portfolio’s inception date. In contrast to the benchmark, the Portfolio’s since inception return is from the Portfolio’s actual inception date.

20 Portfolio volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

34

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Money Market Portfolio

June 30, 2008

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

MONEY MARKET PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Money Market Portfolio	Beginning Account Value January 1, 2008		Ending Account Value June 30, 2008		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,011.73	$	4.90	0.98	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.99	$	4.92	0.98	%
Class B
Actual	$	1,000	$	1,010.47	$	6.15	1.23	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.75	$	6.17	1.23	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

	Yield*	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–101.2%
COMMERCIAL PAPER–76.6%
AIG Funding Inc. 9/12/08	2.70%	$	400	$	397,826
AIG Inc. 7/24/08	2.48%–2.72%		980		978,373
American Express Credit 9/23/08	2.68%		800		795,035
Bank of America 9/18/08	2.71%		1,300		1,292,326
Bank of Montreal 8/22/08	2.55%		800		797,065
Bank of Nova Scotia 8/18/08	2.58%		800		797,259
Banque Et Caisse Espargne 9/15/08	2.67%		1,400		1,392,168
Barclays 8/22/08	2.70%		700		697,282
Barclays US Funding LLC 7/02/08	2.26%		400		399,975
Caisse Nationale Des Caisses D’Epargne 8/20/08	2.59%		800		797,144
Calyon North America 7/02/08	2.49%		800		799,945
CBA Finance 7/11/08	2.64%		400		399,709
9/10/08	2.72%		400		397,870
Citigroup Funding Inc. 8/11/08	2.53%–2.97%		1,400		1,395,747
Danske Corp. 7/14/08(a)	2.59%		800		799,255
Deutsche 7/01/08	2.15%		300		300,000
Dexia Delaware 7/08/08	2.70%		850		849,557
Eksportfinans Als 7/15/08(a)	2.49%		1,350		1,348,698
Fortis 8/25/08	2.70%		700		697,123
General Electric Capital Svcs 9/09/08	2.44%		1,400		1,393,412
HSBC USA Inc. 8/11/08	2.54%		800		797,700
Ing 9/24/08	2.71%		800		794,909
JP Morgan Chase & Co. 9/25/08	2.57%		750		745,431
7/21/08	2.62%		600		599,133
Lloyds Bank PLC 7/18/08	2.45%		1,300		1,298,502
Morgan Stanley 7/14/08	3.12%		400		399,555
8/07/08	3.12%		400		398,738

	Yield*	Principal Amount (000)		U.S. $ Value
Nordea 9/11/08	2.60%	$	800	$	795,872
Pfizer Inc. 8/08/08(a)	2.67%		750		747,918
7/07/08(a)	2.68%		750		749,669
Private Export Fund Corp. 7/01/08(a)	2.21%		1,400		1,400,000
Prudential PLC 8/08/08(a)	2.60%		800		797,821
Rabobank USA Fin Corp. 7/09/08	2.31%		1,000		999,487
Royal Bank of Canada 9/17/08	2.67%		800		795,407
San Paolo IMI US Finl Co. 7/08/08	2.53%		650		649,682
Santander Central Hispanano AM 9/16/08	2.77%		1,400		1,391,765
Societe Generale 8/04/08	2.66%		450		448,874
Svenska Handelsbank Inc. 7/11/08	2.75%		750		749,427
Toyota Motor Credit 8/29/08	2.41%		1,400		1,394,493
UBS Finance Delaware LLC 7/07/08	2.34%		850		849,669
Wells Fargo & Company 7/23/08	2.15%–2.31%		1,350		1,348,167
					34,877,988
CERTIFICATE OF DEPOSIT–18.2%
Banco Bilbao Vizcaya 8/15/08	2.60%		800		800,010
Depfa Bank PLC 7/28/08	3.12%		400		400,000
PNC Bank Series CD 7/25/08	3.19%		750		750,000
Royal Bank of Scotland NY 7/21/08	2.85%		1,400		1,400,000
Societe Generale 8/04/08	3.02%		400		400,000
Suntrust Bank of Atlanta 7/02/08	2.60%		1,000		1,000,000
Toronto Dominion Bank 7/22/08	2.35%		800		800,000
US Bank 9/22/08	2.60%		1,350		1,350,000
Wachovia Bank NA 9/08/08	2.37%		1,400		1,400,000
					8,300,010

2

AllianceBernstein Variable Products Series Fund

	Yield*	Principal Amount (000)		U.S. $ Value
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS–6.4%
Federal Home Loan Bank Discount Notes 7/25/08	2.80%	$	1,500	$	1,497,240
Freddie Mac Discount Notes 8/28/08	2.06%		1,400		1,395,376
					2,892,616
TOTAL INVESTMENTS–101.2% (cost $46,070,614)					46,070,614
Other assets less liabilities–(1.2)%					(551,259	)
NET ASSETS–100.0%				$	45,519,355

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2008, the aggregate market value of these securities amounted to $5,843,361 or 12.8% of net assets.

* Represents annualized yield from date of purchase for discount securities, and stated interest rate for interest-bearing securities.

See notes to financial statements.

3

MONEY MARKET PORTFOLIO
FINANCIAL ACCOUNTING STANDARDS NO. 157
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2008:

Level	Investments In Securities			Other Financial Instruments*
Level 1	$	–0	–	$	–0	–
Level 2		39,170,604			–0	–
Level 3		6,900,010			–0	–
Total	$	46,070,614		$	–0	–

* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Investments In Securities			Other Financial Instruments
Balance as of 12/31/07	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain		–0	–		–0	–*
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		6,900,010			–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/08	$	6,900,010		$	–0	–
Net change in unrealized appreciation/depreciation from Investments still held as of 6/30/08	$	–0	–	$	–0	–

* The realized gain (loss) recognized during the period ended 6/30/08 for other financial instruments was $0.

4

MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $46,070,614)	$	46,070,614
Cash		84,334
Interest receivable		40,734
Receivable for capital stock sold		767
Total assets		46,196,449
LIABILITIES
Payable for capital stock redeemed		518,836
Dividends payable		51,847
Administrative fee payable		25,250
Advisory fee payable		17,585
Distribution fee payable		4,921
Transfer Agent fee payable		89
Accrued expenses		58,566
Total liabilities		677,094
NET ASSETS	$	45,519,355
COMPOSITION OF NET ASSETS
Capital stock, at par	$	45,536
Additional paid-in capital		45,474,252
Distributions in excess of net investment income		(26	)
Accumulated net realized loss on investment transactions		(407	)
	$	45,519,355

Net Asset Value Per Share—2 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	22,898,572	22,905,236	$	1.00
B	$	22,620,783	22,630,671	$	1.00

See notes to financial statements.

5

MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	805,221
EXPENSES
Advisory fee (see Note B)		108,670
Distribution fee—Class B		30,439
Transfer agency—Class A		620
Transfer agency—Class B		631
Administrative		46,100
Custodian		42,088
Audit		24,000
Printing		5,425
Legal		5,043
Directors’ fees		822
Miscellaneous		2,083
Total expenses		265,921
Net investment income		539,300
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	539,300

See notes to financial statements.

6

MONEY MARKET PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	539,300		$	2,128,169
Net realized gain on investment transactions		–0	–		44
Net increase in net assets from operations		539,300			2,128,213
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(281,426	)		(1,143,530	)
Class B		(257,874	)		(984,665	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,936,917	)		(4,168,132	)
Total decrease		(1,936,917	)		(4,168,114	)
NET ASSETS
Beginning of period		47,456,272			51,624,386
End of period (including distributions in excess of net investment income of ($26) and ($26), respectively)	$	45,519,355		$	47,456,272

See notes to financial statements.

7

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2008 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Money Market Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek safety of principal, excellent liquidity and maximum current income to the extent consistent with the first two objectives. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers eighteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Securities in which the Portfolio invests are traded primarily in the over-the-counter market and are valued at amortized cost, which approximates market value. Under such method a portfolio instrument is valued at cost and any premium or discount is amortized on a constant basis to maturity.

2. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

3. Investment Income and Investment Transactions

Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

4. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

5. Dividends and Distributions

The Portfolio declares dividends daily from net investment income. The dividends are paid monthly. Net realized gains distributions, if any, will be made at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $46,100 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2008.

8

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $439 for the six months ended June 30, 2008.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

At June 30, 2008, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes.

1. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price.

NOTE E: Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31, 2007		Six Months Ended June 30, 2008 (unaudited)			Year Ended December 31, 2007
Class A
Shares sold	5,185,296		31,932,856		$	5,185,296		$	31,932,856
Shares issued in reinvestment of dividends	281,426		1,143,530			281,426			1,143,530
Shares redeemed	(6,178,543	)	(36,553,183	)		(6,178,543	)		(36,553,183	)
Net decrease	(711,821	)	(3,476,797	)	$	(711,821	)	$	(3,476,797	)
Class B
Shares sold	14,540,257		36,898,757		$	14,540,257		$	36,898,757
Shares issued in reinvestment of dividends	257,874		984,665			257,874			984,665
Shares redeemed	(16,023,227	)	(38,574,757	)		(16,023,227	)		(38,574,757	)
Net decrease	(1,225,096	)	(691,335	)	$	(1,225,096	)	$	(691,335	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—The Portfolio’s primary risks are interest rate risk and credit risk. Because the Portfolio invests in short-term securities, a decline in interest rates will affect the Portfolio’s yield as the securities mature or are sold and the Portfolio purchases new short-term securities with a lower yield. Generally, an increase in interest rates causes the value of a debt instrument to decrease. The change in value for shorter-term securities is usually smaller than for securities

9

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

with longer maturities. Because the Portfolio invests in securities with short maturities and seek to maintain stable net asset value of $1.00 per share, it is possible, though unlikely, that an increase in interest rates would change the value of your investment.

Credit risk is the possibility that a security’s credit rating will be downgraded or that the issuer of the security will default (fail to make scheduled interest and principal payments). The Portfolio invests in highly-rated securities to minimize credit risk.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2008 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2007 and December 31, 2006 were as follows:

	2007		2006
Distributions paid from:
Ordinary income	$	2,128,195	$	2,359,258
Total distributions paid	$	2,128,195	$	2,359,258

As of December 31, 2007, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(407	)(a)
Total accumulated earnings/(deficit)	$	(407	)

(a) On December 31, 2007, the Portfolio had a net capital loss carryforward of $407, of which $198 expires in the year 2012, and $209 which expires in 2013. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. For the year ended December 31, 2007, the Portfolio utilized $44 of capital loss carryforward.

NOTE H: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a

10

AllianceBernstein Variable Products Series Fund

later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE I: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”. Management has analyzed the Portfolio’s tax positions taken on federal income tax returns for all open tax years (tax years ended December 31, 2004-2006) for purposes of implementing FIN 48, and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on its financial statements.

11

MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Income From Investment Operations
Net investment income	.01		.04		.04		.02		.01	(a)	.01
Less: Dividends
Dividends from net investment income	(.01	)	(.04	)	(.04	)	(.02	)	(.01	)	(.01	)
Net asset value, end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return
Total investment return based on net asset value (b)	1.17	%	4.35	%	4.22	%	2.35	%	.71	%	.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$22,898		$23,610		$27,087		$30,370		$36,740		$54,847
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.98	%(c)	.99	%	.93	%(d)	.93	%	.69	%	.66	%
Expenses, before waivers and reimbursements	.98	%(c)	.99	%	.93	%(d)	.93	%	.73	%	.66	%
Net investment income	2.35	%(c)	4.28	%	4.13	%(d)	2.30	%	.68	%(a)	.55	%

See footnote summary on page 13.

12

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2008 (unaudited)		Year Ended December 31,
			2007		2006		2005		2004		2003
Net asset value, beginning of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Income From Investment Operations
Net investment income	.01		.04		.04		.02		–0	–(a)(e)	–0	–(e)
Less: Dividends
Dividends from net investment income	(.01	)	(.04	)	(.04	)	(.02	)	–0	–(e)	–0	–(e)
Net asset value, end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return
Total investment return based on net asset value (b)	1.05	%	4.08	%	3.96	%	2.10	%	.46	%	.28	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$22,621		$23,846		$24,537		$25,778		$28,287		$47,946
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.23	%(c)	1.24	%	1.19	%(d)	1.19	%	.94	%	.91	%
Expenses, before waivers and reimbursements	1.23	%(c)	1.24	%	1.19	%(d)	1.19	%	.98	%	.91	%
Net investment income	2.12	%(c)	4.00	%	3.89	%(d)	2.06	%	.41	%(a)	.29	%

(a) Net of expenses reimbursed or waived by the Adviser.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

(e) Amount is less than $.01 per share.

13

MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Money Market Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 09/30/07 ($MIL)		Portfolio
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	49.2	Money Market Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.150% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Money Market Portfolio	Class A    0.93% Class B    1.19%	December 31

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 18, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional client assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolio.⁴ However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Adviser’s Form ADV that has a substantially similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Exchange Reserves, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Exchange Reserves.⁵ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of AllianceBernstein Exchange Reserves been applicable to the Portfolio versus the Portfolio’s advisory fee:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Money Market Portfolio	Exchange Reserves	0.25% on first $1.25 billion 0.24% on next $0.25 billion 0.23% on next $0.25 billion 0.22% on next $0.25 billion 0.21% on next $1.0 billion 0.20% on the balance	0.250	%	0.450	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was not affected by the settlement between the Adviser and the NYAG since the fund had lower breakpoints than the NYAG related fee schedule.

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MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as that of the Portfolio:

Portfolio	Luxembourg Fund	Luxembourg Fee6
Money Market Portfolio	Short Maturity Dollar Class A	1.05% on the 1st €100 million7 1.00% on the next €100 million 0.95% in excess of €200 million
	Class I (Institutional)	0.50% on the 1st €100 million 0.45% on the next €100 million 0.40% in excess of €200 million

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Money Market Portfolio. Also shown is what would have been the effective advisory fee of Money Market Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2007 net assets and the Portfolio’s advisory fees:

Portfolio		Sub-advised Fund Fee Schedule	Sub-advised Fund Effective Fee	Portfolio Advisory Fee
Money Market Portfolio	Client # 18	0.125% on first $100 million 0.10% on next $150 million 0.05% thereafter	0.125%	0.450%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. ¹⁰ An EG will typically consist of seven to twenty funds.

6 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution related services.

7 The Euro-U.S. dollar currency exchange rate quoted at 4 p.m. on October 2, 2007 by Reuters was €1 per $1.4154. At that currency exchange rate, €100 million would be equivalent to approximately $141.5 million. €200 million would be equivalent to approximately $283.8 million.

8 This sub-advised fund has a more restrictive investment style than the Money Market Portfolio; the fund invests primarily in high-quality municipal short-term securities.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee11	Lipper Expense Group Median	Rank
Money Market Portfolio	0.450	0.450	5/11

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Money Market Portfolio	0.935	0.655	11/11	0.502	50/51

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $64,785 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $46,496 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional

distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

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MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁴ ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁵

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁷ study on advisory fees and various fund characteristics. The preliminary results of the updated study, based on more recent data and using Lipper classifications, were found to be consistent with the results of the original study. The independent consultant observed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $813 billion as of September 30, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year net and gross performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) ¹⁹ and Lipper Performance Universe (“PU”) for the periods ended July 31, 2007.²⁰

	Portfolio Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
(Net)
1 year	4.53	4.82	4.95	11/11	59/60
3 year	3.19	3.44	3.60	11/11	57/58
5 year	2.15	2.32	2.46	11/11	54/56
10 year	3.26	3.39	3.51	7/9	48/51
(Gross)
1 year	5.51	5.51	5.49	5/11	20/60
3 year	4.11	4.12	4.12	7/11	34/58
5 year	2.98	2.99	2.99	7/11	34/56
10 year	4.03	4.03	4.04	4/9	29/51

14 It should be noted that the insurance companies, linked to the variable products, provide additional shareholder services for the Portfolios, including record keeping, administration and customer service for contract holders.

15 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2006.

16 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

17 The Deli study was originally published in 2002 based on 1997 data.

18 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund in/from a PU are somewhat different from that of an EU.

20 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if the Portfolio may have had a different investment classification/objective at different points in time.

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AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception net performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending July 31, 2007 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Money Market Portfolio	4.53	3.19	2.15	3.26	N/A	0.55	–3.65	10
Lipper VA Money Market Average of funds	4.87	3.51	2.39	3.49	3.80	N/A	N/A	N/A
Inception Date: December 30, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 26, 2007

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2007. It should be noted that the “since inception” performance return of the benchmark is from the nearest month-end after the Portfolio’s inception date. In contrast to the benchmark, the Portfolio’s since inception return is from the Portfolio’s actual inception date.

23 Portfolio volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

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ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. 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-2(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 changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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:	August 25, 2008

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:	August 25, 2008
By:	/s/    Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	August 25, 2008