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, 2009

Date of reporting period: June 30, 2009

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,049.64	$	3.46	0.68	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.42	$	3.41	0.68	%
Class B
Actual	$	1,000	$	1,046.89	$	4.72	0.93	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.18	$	4.66	0.93	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	29,336,753	7.1	%
Federal National Mortgage Association (Preferred Stock and Bonds)		19,458,529	4.7
JPMorgan Chase & Co. (Common Stock and Bonds)		9,454,973	2.3
Federal Home Loan Mortgage Corp. (Preferred Stock and Bonds)		8,348,040	2.0
The Goldman Sachs Group, Inc. (Common Stock and Bonds)		7,201,532	1.7
Federal Home Loan Bank		4,866,037	1.2
Apple, Inc.		4,815,558	1.2
Google, Inc.—Class A		4,527,877	1.1
Exxon Mobil Corp.		4,138,672	1.0
Hewlett-Packard Co.		4,023,465	1.0
	$	96,171,436	23.3	%

SECURITY TYPE BREAKDOWN

June 30, 2009 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	259,831,323	64.7	%
Corporates—Investment Grades		44,020,522	10.9
Governments—Treasuries		31,203,793	7.8
Mortgage Pass-Thru’s		23,211,006	5.8
Commercial Mortgage-Backed Securities		16,707,462	4.2
Agencies		9,411,730	2.3
Corporates—Non-Investment Grades		4,710,644	1.2
Asset-Backed Securities		2,373,770	0.6
Governments—Sovereign Bonds		1,912,012	0.5
Governments—Sovereign Agencies		1,249,318	0.3
Quasi-Sovereigns		1,183,888	0.3
Preferred Stocks		770,400	0.2
Short-Term Investments		3,800,000	0.9
Other**		1,379,864	0.3
Total Investments	$	401,765,732	100.0	%

* Long-term investments.

** “Other” represents less than 0.2% weightings in the following security types: CMOs, Emerging Markets—Corporate Bonds, Emerging Markets—Sovereigns, and Rights.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–62.9%
FINANCIALS–20.5%
CAPITAL MARKETS–3.0%
Ameriprise Financial, Inc.	6,700	$	162,609
Bank of New York Mellon Corp.	13,000		381,030
The Blackstone Group LP	85,775		904,069
Credit Suisse Group AG	27,198		1,246,104
Deutsche Bank AG	13,393		814,173
Franklin Resources, Inc.	5,395		388,494
The Goldman Sachs Group, Inc.	42,144		6,213,711
Julius Baer Holding AG	15,215		591,745
Macquarie Group Ltd.	5,800		181,578
Man Group PLC	132,426		607,026
Morgan Stanley	27,400		781,174
			12,271,713
COMMERCIAL BANKS–3.0%
ABSA Group Ltd.	5,800		82,763
Australia & New Zealand Banking Group Ltd.	34,135		452,373
Banco do Brasil SA	25,500		275,236
Banco Santander Central Hispano SA	61,715		746,023
Barclays PLC	84,700		393,605
BNP Paribas SA	15,834		1,032,577
Commonwealth Bank of Australia	4,200		131,653
Credit Agricole SA	36,962		463,440
Hana Financial Group, Inc.	5,300		112,910
HSBC Holdings PLC	35,761		297,931
Industrial & Commercial Bank of China Ltd.–Class H	536,000		371,280
Intesa Sanpaolo SpA(a)	104,000		336,079
Itau Unibanco Holding SA (ADR)	8,625		136,534
KB Financial Group, Inc.(a)	9,600		320,053
Lloyds Banking Group PLC	293,239		338,043
National Australia Bank Ltd.	20,300		365,729
National Bank of Canada	5,100		235,675
Nordea Bank AB	55,180		438,536
Regions Financial Corp.	44,900		181,396
Societe Generale–Class A	10,625		583,215
Standard Bank Group Ltd.	13,500		155,307
Standard Chartered PLC	52,690		990,730
Sumitomo Mitsui Financial Group, Inc.	7,400		299,443
U.S. Bancorp	55,800		999,936
United Overseas Bank Ltd.	19,000		191,725
Wells Fargo & Co.	87,000		2,110,620
Westpac Banking Corp.	10,900		177,340
			12,220,152
CONSUMER FINANCE–0.2%
Capital One Financial Corp.	33,000		722,040

Company	Shares	U.S. $ Value
DIVERSIFIED FINANCIAL SERVICES–2.4%
Bank of America Corp.	40,300	$	531,960
CME Group, Inc.–Class A	4,840		1,505,773
Deutsche Boerse AG	4,632		360,485
Hong Kong Exchanges and Clearing Ltd.	34,800		537,886
ING Group	49,400		500,475
JP Morgan Chase & Co.	193,217		6,590,632
			10,027,211
INSURANCE–1.8%
ACE Ltd.	9,500		420,185
Allianz SE	5,700		525,783
Allstate Corp.	30,900		753,960
Aviva PLC	60,554		340,942
Everest Re Group Ltd.	1,900		135,983
Fairfax Financial Holdings Ltd.	600		150,626
Fidelity National Financial, Inc.–Class A	6,200		83,886
Genworth Financial, Inc.–Class A	39,400		275,406
Hartford Financial Services Group, Inc.	19,700		233,839
Industrial Alliance Insurance and Financial Services, Inc.	700		15,497
ING Canada, Inc.	3,400		99,531
Lincoln National Corp.	23,600		406,156
MetLife, Inc.	29,700		891,297
Muenchener Rueckversicherungs AG (MunichRe)	3,700		499,891
PartnerRe Ltd.	3,600		233,820
Prudential Financial, Inc.	3,800		141,436
QBE Insurance Group Ltd.	19,724		315,625
Sun Life Financial, Inc.	5,200		140,377
Torchmark Corp.	7,600		281,504
The Travelers Co., Inc.	18,400		755,136
Unum Group	26,700		423,462
XL Capital Ltd.–Class A	42,000		481,320
			7,605,662
REAL ESTATE INVESTMENT TRUSTS (REITS)–6.4%
Alexandria Real Estate Equities, Inc.	5,925		212,056
Ascendas Real Estate Investment Trust	484,000		527,676
BioMed Realty Trust, Inc.	20,200		206,646
Boston Properties, Inc.	6,100		290,970
Brandywine Realty Trust	44,350		330,407
British Land Co. PLC	55,206		347,624
Camden Property Trust	6,600		182,160
Canadian Real Estate Investment Trust	32,570		688,838
CapitaMall Trust	222,940		214,418
CBL & Associates Properties, Inc.	35,950		193,770

3

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

Company	Shares	U.S. $ Value
Cominar Real Estate Investment Trust	28,929	$	385,007
Corio NV	4,200		204,834
Corporate Office Properties Trust	25,100		736,183
Developers Diversified Realty Corp.	67,300		328,424
Dexus Property Group	1,030,461		619,983
DiamondRock Hospitality Co.	31,700		198,442
Digital Realty Trust, Inc.	17,600		630,960
Duke Realty Corp.	22,300		195,571
DuPont Fabros Technology, Inc.	26,500		249,630
Entertainment Properties Trust	15,150		312,090
Equity Residential	4,850		107,815
Eurocommercial Properties NV	6,600		203,837
Extra Space Storage, Inc.	27,800		232,130
First Potomac Realty Trust	19,400		189,150
Fonciere Des Regions	3,600		271,433
Government Properties Income Trust(a)	11,450		235,068
H&R Real Estate Investment Trust	23,800		224,669
HCP, Inc.	16,850		357,051
Health Care REIT, Inc.	9,700		330,770
Home Properties, Inc.	9,600		327,360
Hospitality Properties Trust	9,200		109,388
Host Hotels & Resorts, Inc.	23,729		199,086
ING Office Fund	550,500		203,409
Japan Real Estate Investment Corp.–Class A	41		340,092
Kenedix Realty Investment Corp.–Class A	27		93,107
Kilroy Realty Corp.	4,050		83,187
Kimco Realty Corp.	6,100		61,305
Kite Realty Group Trust	62,800		183,376
Klepierre	37,762		978,592
Land Securities Group PLC	91,372		710,558
LaSalle Hotel Properties	7,200		88,848
Liberty International PLC	21,900		143,567
The Link REIT	104,500		222,095
Macerich Co.	12,411		218,558
Mack-Cali Realty Corp.	25,500		581,400
Macquarie CountryWide Trust	123,911		53,945
Mercialys SA	6,324		195,388
Mid-America Apartment Communities, Inc.	8,850		324,883
Morguard Real Estate Investment Trust	33,600		278,760
National Retail Properties, Inc.	10,597		183,858
Nationwide Health Properties, Inc.	9,400		241,956
Nomura Real Estate Office Fund, Inc.–Class A	77		489,527
Orix JREIT, Inc.–Class A	26		119,046
Primaris Retail Real Estate Investment Trust	40,983		417,176

Company	Shares	U.S. $ Value
ProLogis	36,725	$	296,003
Public Storage	5,600		366,688
Rayonier, Inc.	10,100		367,135
Realty Income Corp.	4,700		103,024
Regency Centers Corp.	10,250		357,828
RioCan Real Estate Investment Trust (OTC US)	23,587		309,856
RioCan Real Estate Investment Trust (Toronto)	1,400		18,391
Simon Property Group, Inc.	24,385		1,254,121
SL Green Realty Corp.	6,250		143,375
Societe Immobiliere de Location pour l’Industrie et le Commerce	2,100		185,785
Stockland	118,580		305,881
Sunstone Hotel Investors, Inc.	53,113		284,155
Tanger Factory Outlet Centers	10,600		343,758
Taubman Centers, Inc.	11,650		312,919
UDR, Inc.	18,100		186,973
Unibail-Rodamco	14,878		2,224,474
Ventas, Inc.	23,100		689,766
Vornado Realty Trust	7,190		323,766
Weingarten Realty Investors	19,700		285,847
Wereldhave NV	4,600		342,911
Westfield Group	191,828		1,755,669
			26,514,404
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.7%
Agile Property Holdings Ltd.	310,000		441,659
Brookfield Properties Corp. (New York)	28,225		224,953
China Overseas Land & Investment Ltd.	290,000		669,317
China Vanke Co. Ltd.–Class B	239,623		345,366
Citycon Oyj	10,642		27,792
First Capital Realty, Inc.	15,800		226,306
GAGFAH SA	24,800		206,060
Henderson Land Development Co. Ltd.	181,000		1,032,827
Hufvudstaden AB–Class A	11,888		73,964
Jones Lang LaSalle, Inc.	4,500		147,285
Kerry Properties Ltd.	148,131		645,261
Lend Lease Corp. Ltd.	174,203		980,332
Mitsubishi Estate Co., Ltd.	61,000		1,012,702
Mitsui Fudosan Co., Ltd.	102,100		1,770,839
Multiplan Empreendimentos Imobiliarios SA	61,300		625,357
New World Development Co., Ltd.	716,051		1,288,912
NTT Urban Development Corp.	943		909,035
Savills PLC	42,600		201,398
Sino-Ocean Land Holdings Ltd.	316,500		359,390
Sumitomo Realty & Development	52,000		949,452
Sun Hung Kai Properties Ltd.	189,700		2,355,657

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Swire Pacific Ltd.	22,500	$	225,853
Yanlord Land Group Ltd.	358,000		561,249
			15,280,966
			84,642,148
INFORMATION TECHNOLOGY–7.4%
COMMUNICATIONS EQUIPMENT–1.8%
Cisco Systems, Inc.(a)	110,250		2,055,060
Motorola, Inc.	148,685		985,782
Nokia OYJ	32,700		478,963
QUALCOMM, Inc.	72,800		3,290,560
Research In Motion Ltd.(a)	2,948		209,455
Telefonaktiebolaget LM Ericsson–Class B	38,000		374,354
			7,394,174
COMPUTERS & PERIPHERALS–2.4%
Apple, Inc.(a)	33,810		4,815,558
Compal Electronics, Inc.	56,561		45,744
Fujitsu Ltd.	65,000		353,095
Hewlett-Packard Co.	104,100		4,023,465
Lenovo Group Ltd.	98,000		36,570
Toshiba Corp.	98,000		355,049
Western Digital Corp.(a)	11,500		304,750
			9,934,231
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%
AU Optronics Corp.	177,000		170,862
Corning, Inc.	35,000		562,100
FUJIFILM Holdings Corp.	8,200		260,963
Hitachi High-Technologies Corp.	4,000		67,962
Keyence Corp.	1,000		203,729
Kyocera Corp.	2,000		150,148
Nippon Electric Glass Co. Ltd.	28,000		313,025
Tyco Electronics Ltd.	40,400		751,036
			2,479,825
INTERNET SOFTWARE & SERVICES–1.3%
Google, Inc.–Class A(a)	10,740		4,527,877
Telecity Group PLC(a)	57,700		283,285
Tencent Holdings Ltd.	27,000		313,270
			5,124,432
IT SERVICES–0.2%
Visa, Inc.–Class A	13,100		815,606
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.9%
Altera Corp.	20,200		328,856
ASML Holding NV	16,800		364,141
Intel Corp.	104,100		1,722,855
Samsung Electronics (Preference Shares)	200		60,983
Samsung Electronics Co. Ltd.	1,040		480,859

Company	Shares	U.S. $ Value
Taiwan Semiconductor Manufacturing Co. Ltd.	137,000	$	224,844
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	74,400		700,104
United Microelectronics Corp.	126		42
			3,882,684
SOFTWARE–0.2%
SAP AG	5,559		224,130
Symantec Corp.(a)	36,700		571,052
			795,182
			30,426,134
ENERGY–7.0%
ENERGY EQUIPMENT & SERVICES–1.4%
Cameron International Corp.(a)	31,950		904,185
ENSCO International, Inc.	6,100		212,707
Halliburton Co.	7,400		153,180
National Oilwell Varco, Inc.(a)	11,900		388,654
Rowan Cos., Inc.	12,000		231,840
Saipem SpA	19,800		483,747
Schlumberger Ltd.	59,930		3,242,812
Tenaris SA	27,508		375,264
			5,992,389
OIL, GAS & CONSUMABLE FUELS–5.6%
Apache Corp.	30,500		2,200,575
BG Group PLC	47,035		792,054
BP PLC	96,700		764,105
Chevron Corp.	41,500		2,749,375
ConocoPhillips	38,000		1,598,280
Devon Energy Corp.	20,800		1,133,600
ENI SpA	20,300		481,458
EOG Resources, Inc.	14,925		1,013,706
Exxon Mobil Corp.	59,200		4,138,672
LUKOIL (OTC US) (Sponsored ADR)	10,650		473,776
Nexen, Inc.	3,020		65,611
Occidental Petroleum Corp.	29,000		1,908,490
Petro-Canada	11,200		432,536
Petroleo Brasileiro SA (ADR)	27,200		1,114,656
Petroleo Brasileiro SA (Sponsored ADR)	6,500		216,840
PTT PCL	23,000		157,969
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	36,200		907,073
StatoilHydro ASA	56,205		1,110,227
Suncor Energy Inc(a)	7,800		237,189
Sunoco, Inc.	3,300		76,560
Tatneft (Sponsored ADR)	16,333		401,234
Total SA	17,849		967,429
			22,941,415
			28,933,804

5

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

Company	Shares	U.S. $ Value
HEALTH CARE–6.5%
BIOTECHNOLOGY–1.5%
Amgen, Inc.(a)	12,700	$	672,338
Celgene Corp.(a)	33,250		1,590,680
Gilead Sciences, Inc.(a)	81,450		3,815,118
			6,078,136
HEALTH CARE EQUIPMENT & SUPPLIES–0.6%
Alcon, Inc.	8,886		1,031,842
Baxter International, Inc.	17,355		919,121
Covidien PLC	6,400		239,616
St. Jude Medical, Inc.(a)	4,100		168,510
			2,359,089
HEALTH CARE PROVIDERS & SERVICES–0.5%
Cardinal Health, Inc.	17,300		528,515
Celesio AG	3,800		87,292
Fresenius Medical Care AG & Co. KGaA	3,700		166,265
Medco Health Solutions, Inc.(a)	29,050		1,324,970
			2,107,042
PHARMACEUTICALS–3.9%
AstraZeneca PLC	15,500		683,433
Bayer AG	9,200		494,410
Bristol-Myers Squibb Co.	17,400		353,394
Eli Lilly & Co.	21,300		737,832
GlaxoSmithKline PLC	42,663		753,569
Johnson & Johnson	20,400		1,158,720
Merck & Co., Inc.	76,200		2,130,552
Novartis AG	12,954		527,321
Novo Nordisk A/S–Class B	10,328		562,517
Pfizer, Inc.	170,600		2,559,000
Roche Holding AG	4,638		631,938
Sanofi-Aventis	22,559		1,333,009
Schering-Plough Corp.	47,700		1,198,224
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	65,273		3,220,570
			16,344,489
			26,888,756
CONSUMER DISCRETIONARY–6.0%
AUTO COMPONENTS–0.1%
Denso Corp.	9,200		235,820
Magna International, Inc.–Class A	2,500		106,070
			341,890
AUTOMOBILES–0.6%
Bayerische Motoren Werke AG	6,075		229,484
Honda Motor Co. Ltd.	11,700		321,877
Isuzu Motors Ltd.	76,000		121,927
Nissan Motor Co. Ltd.	70,900		430,284
Renault SA(a)	12,700		469,221

Company	Shares	U.S. $ Value
Toyota Motor Corp.	7,000	$	264,722
Toyota Motor Corp. (Sponsored ADR)	5,800		438,074
			2,275,589
DISTRIBUTORS–0.0%
Li & Fung Ltd.	56,000		149,522
HOTELS, RESTAURANTS & LEISURE–0.7%
Accor SA	1,000		39,843
Carnival PLC	21,954		584,714
Compass Group PLC	52,895		298,576
McDonald’s Corp.	28,400		1,632,716
TABCORP Holdings Ltd.	24,000		138,123
Thomas Cook Group PLC	31,100		105,381
TUI Travel PLC	28,600		109,328
			2,908,681
HOUSEHOLD DURABLES–0.3%
DR Horton, Inc.	25,900		242,424
Electrolux AB Series B(a)	6,700		93,730
MRV Engenharia e Participacoes SA	19,800		268,379
Sharp Corp.	26,000		269,730
Sony Corp.	9,600		250,455
Whirlpool Corp.	3,000		127,680
			1,252,398
INTERNET & CATALOG RETAIL–0.1%
Amazon.Com, Inc.(a)	6,600		552,156
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.	6,300		69,097
MEDIA–2.0%
British Sky Broadcasting Group PLC	28,490		213,866
CBS Corp.–Class B	81,100		561,212
Comcast Corp.–Class A	13,700		198,513
Lagardere SCA	2,900		96,684
Liberty Media Corp.–Entertainment Series A(a)	18,700		500,225
News Corp.–Class A	165,000		1,503,150
Pearson PLC	16,607		167,237
SES SA (FDR)	23,445		448,317
Time Warner Cable, Inc.–Class A	47,500		1,504,325
Time Warner, Inc.	55,933		1,408,952
Viacom, Inc.–Class B(a)	28,400		644,680
The Walt Disney Co.	48,577		1,133,301
			8,380,462
MULTILINE RETAIL–1.0%
JC Penney Co., Inc.	18,700		536,877
Kohl’s Corp.(a)	46,840		2,002,410
Macy’s, Inc.	27,800		326,928
Next PLC	11,505		278,747
Target Corp.	27,360		1,079,899
			4,224,861

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
SPECIALTY RETAIL–1.0%
AutoNation, Inc.(a)	22,700	$	393,845
Foot Locker, Inc.	13,700		143,439
The Gap, Inc.	14,000		229,600
Hennes & Mauritz AB– Class B	4,810		240,184
Home Depot, Inc.	30,500		720,715
Kingfisher PLC	119,487		350,558
Limited Brands, Inc.	35,400		423,738
Lowe’s Cos, Inc.	76,500		1,484,865
			3,986,944
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Jones Apparel Group, Inc.	12,600		135,198
Nike, Inc.–Class B	5,900		305,502
VF Corp.	3,900		215,865
Yue Yuen Industrial Holdings Ltd.	9,000		21,171
			677,736
			24,819,336
CONSUMER STAPLES–4.7%
BEVERAGES–0.8%
Anheuser-Busch InBev NV	13,390		485,516
The Coca-Cola Co.	3,725		178,763
Coca-Cola Enterprises, Inc.	37,200		619,380
Pepsi Bottling Group, Inc.	14,300		483,912
PepsiCo, Inc.	28,650		1,574,604
			3,342,175
FOOD & STAPLES RETAILING–1.3%
Aeon Co. Ltd.	19,500		192,406
Casino Guichard Perrachon SA	3,100		209,950
Costco Wholesale Corp.	36,650		1,674,905
Delhaize Group	3,800		267,537
Koninklijke Ahold NV	26,060		300,433
The Kroger Co.	12,500		275,625
Metro AG	3,400		162,446
Safeway, Inc.	20,300		413,511
Sysco Corp.	15,000		337,200
Tesco PLC	155,117		905,859
Wal-Mart Stores, Inc.	16,750		811,370
			5,551,242
FOOD PRODUCTS–1.2%
Archer-Daniels-Midland Co.	37,700		1,009,229
Associated British Foods PLC	25,000		314,957
Bunge Ltd.	12,300		741,075
ConAgra Foods, Inc.	27,600		526,056
Del Monte Foods Co.	9,100		85,358
General Mills, Inc.	4,800		268,896
Kraft Foods, Inc.–Class A	25,800		653,772
Nestle SA	14,322		540,776
Sara Lee Corp.	12,700		123,952
Smithfield Foods, Inc.(a)	17,800		248,666

Company	Shares	U.S. $ Value
Suedzucker AG	1,500	$	30,402
Tyson Foods, Inc.–Class A	29,800		375,778
			4,918,917
HOUSEHOLD PRODUCTS–0.7%
Colgate-Palmolive Co.	5,500		389,070
Kimberly-Clark Corp.	4,300		225,449
Procter & Gamble Co.	36,121		1,845,783
Reckitt Benckiser Group PLC	14,661		669,537
			3,129,839
PERSONAL PRODUCTS–0.1%
L’Oreal SA	3,224		242,006
TOBACCO–0.6%
Altria Group, Inc.	52,800		865,392
British American Tobacco PLC	26,088		720,137
Lorillard, Inc.	6,500		440,505
Reynolds American, Inc.	10,000		386,200
			2,412,234
			19,596,413
INDUSTRIALS–4.0%
AEROSPACE & DEFENSE–0.4%
BAE Systems PLC	63,380		354,169
Boeing Co.	2,800		119,000
Bombardier, Inc.–Class B	32,400		96,101
Northrop Grumman Corp.	12,200		557,296
Raytheon Co.	10,100		448,743
			1,575,309
AIR FREIGHT & LOGISTICS–0.2%
Deutsche Post AG	24,880		324,858
FedEx Corp.	10,200		567,324
			892,182
AIRLINES–0.1%
Deutsche Lufthansa AG	4,200		52,746
Qantas Airways Ltd.	65,664		106,330
			159,076
BUILDING PRODUCTS–0.1%
Masco Corp.	37,200		356,376
CONSTRUCTION & ENGINEERING–0.0%
China Railway Construction Corp. Ltd.–Class H(a)	102,500		157,295
ELECTRICAL EQUIPMENT–0.9%
Cooper Industries Ltd.–Class A	16,200		503,010
Emerson Electric Co.	36,020		1,167,048
Furukawa Electric Co. Ltd.	5,000		22,493
Gamesa Corp. Tecnologica SA	19,480		371,390
Schneider Electric SA	4,278		327,431

7

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

Company	Shares	U.S. $ Value
Vestas Wind Systems A/S(a)	6,188	$	444,080
Vestas Wind Systems A/S (ADR)(a)	35,600		849,060
			3,684,512
INDUSTRIAL CONGLOMERATES–0.3%
Bidvest Group Ltd.	15,756		197,710
General Electric Co.	78,900		924,708
Textron, Inc.	25,600		247,296
			1,369,714
MACHINERY–1.0%
Atlas Copco AB–Class A	23,454		236,163
Caterpillar, Inc.	10,700		353,528
Crane Co.	6,000		133,860
Danaher Corp.	17,500		1,080,450
Deere & Co.	4,700		187,765
Dover Corp.	5,800		191,922
Illinois Tool Works, Inc.	23,400		873,756
MAN AG	2,942		181,020
NGK Insulators Ltd.	13,000		264,963
SPX Corp.	4,300		210,571
Terex Corp.(a)	17,300		208,811
Vallourec	700		85,560
Volvo AB–Class B	36,250		224,516
			4,232,885
MARINE–0.1%
Mitsui OSK Lines Ltd.	40,000		258,494
PROFESSIONAL SERVICES–0.1%
Adecco SA	2,100		87,774
Randstad Holding NV(a)	6,300		175,080
			262,854
ROAD & RAIL–0.4%
Burlington Northern Santa Fe Corp.	2,600		191,204
East Japan Railway Co.	3,400		204,700
Hertz Global Holdings, Inc.(a)	32,100		256,479
Union Pacific Corp.	17,500		911,050
			1,563,433
TRADING COMPANIES & DISTRIBUTORS–0.4%
Mitsubishi Corp.	40,900		754,737
Mitsui & Co. Ltd.	78,200		926,645
Wolseley PLC(a)	5,000		95,716
			1,777,098
TRANSPORTATION INFRASTRUCTURE–0.0%
Macquarie Infrastructure Group	69,600		80,010
			16,369,238
MATERIALS–2.9%
CHEMICALS–1.2%
Air Products & Chemicals, Inc.	13,500		871,965

Company	Shares	U.S. $ Value
BASF SE	11,000	$	438,260
E.I. Du Pont de Nemours & Co.	41,000		1,050,420
Eastman Chemical Co.	11,600		439,640
JSR Corp.	11,500		196,979
Mitsubishi Chemical Holdings Corp.	38,500		162,845
Mitsui Chemicals, Inc.	400		1,275
Monsanto Co.	13,485		1,002,475
Syngenta AG	2,636		613,307
			4,777,166
CONSTRUCTION MATERIALS–0.1%
CRH PLC (Dublin)	1,831		42,084
CRH PLC (London)	10,928		250,268
			292,352
CONTAINERS & PACKAGING–0.0%
Amcor Ltd.	17,780		71,494
METALS & MINING–1.6%
Anglo American PLC	8,200		239,760
ArcelorMittal (Euronext Amsterdam)	29,628		980,485
ArcelorMittal (Luxembourg)	4,400		146,907
ArcelorMittal (New York)	21,700		717,836
Barrick Gold Corp.	11,147		375,193
BHP Billiton Ltd.	6,400		175,334
BHP Billiton PLC	23,756		535,427
Freeport-McMoRan Copper & Gold, Inc.	28,400		1,423,124
JFE Holdings, Inc.	4,900		164,627
MMC Norilsk Nickel (ADR)(a)	21,150		192,465
Nucor Corp.	5,200		231,036
Rio Tinto PLC	6,170		213,676
Rio Tinto PLC (Sponsored ADR)	2,500		409,675
Sumitomo Metal Mining Co. Ltd.	14,000		196,670
Vale SA (Sponsored ADR)–Class B	18,700		329,681
Xstrata PLC	25,500		277,140
Yamato Kogyo Co. Ltd.	700		20,608
			6,629,644
PAPER & FOREST PRODUCTS–0.0%
Svenska Cellulosa AB–Class B	4,600		48,431
			11,819,087
TELECOMMUNICATION SERVICES–2.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.9%
AT&T, Inc.	125,800		3,124,872
BCE, Inc.	5,700		117,612

8

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Bezeq Israeli Telecommunication Corp. Ltd.	51,400	$	94,878
Deutsche Telekom AG	39,900		471,720
France Telecom SA	19,100		434,595
Nippon Telegraph & Telephone Corp.	7,200		293,223
Telecom Corp. of New Zealand Ltd.	95,485		167,519
Telecom Italia SpA (ordinary shares)	217,300		301,284
Telecom Italia SpA (savings shares)	148,800		146,585
Telefonica SA	70,343		1,597,467
TELUS Corp.–Class A	4,100		105,747
Verizon Communications, Inc.	32,000		983,360
			7,838,862
WIRELESS TELECOMMUNICATION SERVICES–0.5%
KDDI Corp.	49		259,996
MTN Group Ltd.	12,492		191,858
Sprint Nextel Corp.(a)	166,800		802,308
Vodafone Group PLC	429,753		835,843
			2,090,005
			9,928,867
UTILITIES–1.5%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.	15,000		433,350
CEZ	6,600		294,996
E.ON AG	16,426		583,090
Edison International	17,600		553,696
Entergy Corp.	900		69,768
Pinnacle West Capital Corp.	5,700		171,855
The Tokyo Electric Power Co., Inc.	4,400		113,130
			2,219,885
GAS UTILITIES–0.0%
Atmos Energy Corp.	2,800		70,112
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
Drax Group PLC	18,100		131,019
Iberdrola Renovables SA(a)	36,800		168,712
RRI Energy, Inc.(a)	37,200		186,372
			486,103
MULTI-UTILITIES–0.9%
Alliant Energy Corp.	13,100		342,303
Ameren Corp.	4,100		102,049
Centrica PLC	229,185		842,721
CMS Energy Corp.	11,900		143,752
Consolidated Edison, Inc.	3,500		130,970
Dominion Resources, Inc.	15,300		511,326
GDF Suez	6,174		231,107
National Grid PLC	21,142		190,779

Company		Shares	U.S. $ Value
NiSource, Inc.		39,400	$	459,404
RWE AG		4,850		382,469
Xcel Energy, Inc.		16,000		294,560
				3,631,440
				6,407,540
Total Common Stocks (cost $266,310,626)				259,831,323
		Principal Amount (000)
CORPORATES– INVESTMENT GRADES–10.7%
INDUSTRIAL–5.7%
BASIC–0.8%
Alcoa, Inc. 6.75%, 7/15/18	$	145		128,641
ArcelorMittal 6.125%, 6/01/18		330		288,750
6.50%, 4/15/14		105		100,592
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		203		228,469
The Dow Chemical Co. 7.375%, 11/01/29		15		13,632
7.60%, 5/15/14		195		200,850
8.55%, 5/15/19		145		145,258
EI Du Pont de Nemours & Co. 5.875%, 1/15/14		176		190,592
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		160		161,600
8.375%, 4/01/17		185		186,388
Inco Ltd. 7.75%, 5/15/12		80		86,194
International Paper Co. 5.30%, 4/01/15		219		200,849
7.40%, 6/15/14		235		233,933
7.95%, 6/15/18		190		183,301
Packaging Corp. of America 5.75%, 8/01/13		30		28,833
PPG Industries, Inc. 5.75%, 3/15/13		250		259,869
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		345		345,201
Weyerhaeuser Co. 6.75%, 3/15/12		265		265,096
7.375%, 3/15/32		110		87,797
				3,335,845
CAPITAL GOODS–0.4%
Boeing Co. 6.00%, 3/15/19		295		321,676
John Deere Capital Corp. 5.25%, 10/01/12		300		316,894
Lafarge SA 6.15%, 7/15/11		172		173,846

9

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

Company		Principal Amount (000)	U.S. $ Value
Tyco International Finance SA 6.00%, 11/15/13	$	200	$	203,364
8.50%, 1/15/19		140		155,229
United Technologies Corp. 4.875%, 5/01/15		181		192,470
Vulcan Materials Co. 5.60%, 11/30/12		90		92,932
				1,456,411
COMMUNICATIONS– MEDIA–0.7%
British Sky Broadcasting Group PLC 8.20%, 7/15/09		20		20,012
BSKYB Finance UK PLC 5.625%, 10/15/15(b)		175		172,300
CBS Corp. 8.875%, 5/15/19		330		321,621
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		180		210,446
Comcast Corp. 5.30%, 1/15/14		230		237,854
5.50%, 3/15/11		275		286,147
News America, Inc. 6.55%, 3/15/33		45		40,276
9.25%, 2/01/13		144		164,187
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		140		159,065
RR Donnelley & Sons Co. 4.95%, 4/01/14		25		21,763
5.50%, 5/15/15		120		102,998
11.25%, 2/01/19		190		201,140
Time Warner Cable, Inc. 7.50%, 4/01/14		145		159,731
Time Warner Entertainment Co. 8.375%, 3/15/23		311		342,917
WPP Finance UK 5.875%, 6/15/14		150		140,032
8.00%, 9/15/14		350		355,435
				2,935,924
COMMUNICATIONS– TELECOMMUNICATIONS–1.2%
AT&T Corp. 7.30%, 11/15/11		125		137,080
8.00%, 11/15/31		15		17,313
BellSouth Corp. 5.20%, 9/15/14		94		97,857
British Telecommunications PLC 9.125%, 12/15/10(c)		375		398,277
Embarq Corp. 6.738%, 6/01/13		190		191,794
7.082%, 6/01/16		498		486,343
New Cingular Wireless Services, Inc. 7.875%, 3/01/11		275		296,578
8.75%, 3/01/31		160		195,010

Company		Principal Amount (000)	U.S. $ Value
Pacific Bell Telephone Co. 6.625%, 10/15/34	$	230	$	219,430
Qwest Corp. 7.50%, 10/01/14		295		281,356
7.875%, 9/01/11		265		265,000
8.875%, 3/15/12		230		231,725
Telecom Italia Capital SA 4.00%, 1/15/10		440		442,109
6.00%, 9/30/34		65		54,899
6.175%, 6/18/14		305		308,439
6.375%, 11/15/33		60		53,325
Telus Corp. 8.00%, 6/01/11		65		69,763
US Cellular Corp. 6.70%, 12/15/33		250		239,492
Verizon Communications, Inc. 4.90%, 9/15/15		168		167,802
5.25%, 4/15/13		225		236,133
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		154		161,434
Vodafone Group PLC 5.50%, 6/15/11		220		231,483
7.75%, 2/15/10		85		87,874
7.875%, 2/15/30		100		114,697
				4,985,213
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
Daimler Finance North America LLC 5.75%, 9/08/11		135		137,753
CONSUMER CYCLICAL–ENTERTAINMENT–0.1%
Time Warner, Inc. 6.875%, 5/01/12		210		224,646
The Walt Disney Co. 5.50%, 3/15/19		240		251,553
				476,199
CONSUMER CYCLICAL–OTHER–0.1%
Marriott International, Inc. Series J 5.625%, 2/15/13		216		213,243
MDC Holdings, Inc. 5.50%, 5/15/13		140		135,503
Toll Brothers Finance Corp. 6.875%, 11/15/12		135		130,083
				478,829
CONSUMER CYCLICAL–RETAILERS–0.1%
CVS Caremark Corp. 6.125%, 8/15/16		100		103,590
Wal-Mart Stores, Inc. 4.25%, 4/15/13		125		129,877
				233,467

10

AllianceBernstein Variable Products Series Fund

Company		Principal Amount (000)	U.S. $ Value
CONSUMER NON-CYCLICAL–1.2%
Avon Products, Inc. 6.50%, 3/01/19	$	305	$	334,283
Bottling Group LLC 6.95%, 3/15/14		265		302,254
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		69		63,271
5.875%, 5/15/13		180		179,167
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)		260		256,723
Campbell Soup Co. 6.75%, 2/15/11		260		281,288
The Coca-Cola Co. 5.35%, 11/15/17		280		299,025
ConAgra Foods, Inc. 7.875%, 9/15/10		3		3,179
Diageo Capital PLC 7.375%, 1/15/14		265		299,836
Fisher Scientific International, Inc. 6.125%, 7/01/15		196		196,735
6.75%, 8/15/14		29		29,804
Fortune Brands, Inc. 4.875%, 12/01/13		201		195,677
Johnson & Johnson 5.55%, 8/15/17		270		293,464
Kraft Foods, Inc. 4.125%, 11/12/09		115		116,207
5.25%, 10/01/13		179		185,089
The Kroger Co. 6.80%, 12/15/18		79		84,559
Pepsico, Inc. 4.65%, 2/15/13		285		299,194
Pfizer, Inc. 5.35%, 3/15/15		295		317,007
The Procter & Gamble Co. 4.70%, 2/15/19		294		298,158
Reynolds American, Inc. 7.25%, 6/01/13		150		154,253
7.625%, 6/01/16		250		250,749
Safeway, Inc. 4.95%, 8/16/10		90		91,848
6.50%, 3/01/11		15		15,886
Whirlpool Corp. 8.60%, 5/01/14		45		47,025
Wyeth 5.50%, 2/01/14		210		224,749
				4,819,430
ENERGY–0.5%
Amerada Hess Corp. 7.875%, 10/01/29		80		86,772
Apache Corp. 5.25%, 4/15/13		165		173,323
Baker Hughes, Inc. 6.50%, 11/15/13		150		166,371

Company		Principal Amount (000)	U.S. $ Value
Canadian Natural Resources Ltd. 5.15%, 2/01/13	$	100	$	101,762
Conoco, Inc. 6.95%, 4/15/29		66		71,116
Nabors Industries, Inc. 9.25%, 1/15/19(b)		315		363,188
Noble Energy, Inc. 8.25%, 3/01/19		303		344,736
The Premcor Refining Group, Inc. 7.50%, 6/15/15		161		167,042
Valero Energy Corp. 4.75%, 6/15/13		80		76,559
6.875%, 4/15/12		290		308,389
Weatherford International Ltd. 5.15%, 3/15/13		125		124,670
				1,983,928
SERVICES–0.0%
The Western Union Co. 5.93%, 10/01/16		90		90,864
TECHNOLOGY–0.5%
Cisco Systems, Inc. 5.25%, 2/22/11		280		295,243
Computer Sciences Corp. 5.50%, 3/15/13		180		179,053
Dell, Inc. 5.625%, 4/15/14		185		195,382
Electronic Data Systems Corp. Series B 6.00%, 8/01/13		375		409,368
Motorola, Inc. 6.50%, 9/01/25		175		122,500
7.50%, 5/15/25		35		26,775
7.625%, 11/15/10		49		49,852
Oracle Corp. 4.95%, 4/15/13		147		153,932
5.25%, 1/15/16		390		408,102
Xerox Corp. 7.625%, 6/15/13		55		55,398
8.25%, 5/15/14		280		291,161
				2,186,766
TRANSPORTATION– AIRLINES–0.0%
Southwest Airlines Co. 5.25%, 10/01/14		92		88,653
TRANSPORTATION– RAILROAD–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		58		57,644
CSX Corp. 5.50%, 8/01/13		35		35,623
				93,267
				23,302,549

11

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

Company		Principal Amount (000)	U.S. $ Value
FINANCIAL INSTITUTIONS–3.9%
BANKING–2.5%
American Express Co. 8.125%, 5/20/19	$	325	$	337,262
ANZ National International Ltd. 6.20%, 7/19/13(b)		335		345,871
Bank of America Corp. 4.50%, 8/01/10		260		261,269
4.875%, 1/15/13		285		281,571
7.375%, 5/15/14		340		351,225
Barclays Bank PLC 5.45%, 9/12/12		620		646,418
8.55%, 6/15/11(b)(d)		50		33,500
BBVA International Preferred SA Unipersonal 5.919%, 4/18/17(d)		130		76,700
The Bear Stearns Co., Inc. 5.55%, 1/22/17		290		268,759
5.70%, 11/15/14		190		193,585
7.625%, 12/07/09		223		228,648
Citigroup, Inc. 4.625%, 8/03/10		175		174,128
5.50%, 4/11/13		230		215,566
6.50%, 8/19/13		260		252,558
8.50%, 5/22/19		475		483,189
Compass Bank 5.50%, 4/01/20		215		160,220
Countrywide Financial Corp. 6.25%, 5/15/16		92		81,620
5.80%, 6/07/12		96		96,598
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11		59		58,227
Credit Suisse First Boston USA, Inc. 5.50%, 8/15/13		120		125,071
The Goldman Sachs Group, Inc. 4.75%, 7/15/13		200		200,267
5.125%, 1/15/15		140		137,708
7.35%, 10/01/09		60		60,921
7.50%, 2/15/19		550		588,925
JP Morgan Chase & Co. 6.75%, 2/01/11		160		167,274
JP Morgan Chase Capital XXV Series Y 6.80%, 10/01/37		51		43,860
Marshall & Ilsley Bank 4.85%, 6/16/15		250		180,479
5.00%, 1/17/17		205		139,957
Merrill Lynch & Co., Inc. 6.05%, 5/16/16		245		219,372
Morgan Stanley 5.05%, 1/21/11		100		101,972
5.30%, 3/01/13		135		136,737
6.60%, 4/01/12		145		153,520
5.625%, 1/09/12		210		214,915
6.625%, 4/01/18		345		343,933

Company		Principal Amount (000)	U.S. $ Value
National Capital Trust II 5.486%, 12/29/49(b)(d)	$	91	$	60,060
National City Bank of Cleveland Ohio 6.25%, 3/15/11		250		255,341
North Fork Bancorporation, Inc. 5.875%, 8/15/12		100		91,575
Rabobank Nederland 11.00%, 6/30/19(b)(d)		95		105,688
Regions Financial Corp. 6.375%, 5/15/12		275		252,297
Royal Bank of Scotland Group PLC 5.00%, 10/01/14		205		163,879
SouthTrust Corp. 5.80%, 6/15/14		225		223,394
Sovereign Bancorp, Inc. 4.80%, 9/01/10		155		151,403
UBS Preferred Funding Trust I 8.622%, 10/01/10(d)		40		28,484
UBS Preferred Funding Trust II 7.247%, 6/26/11(d)		250		148,604
Unicredito Italiano Capital Trust II 9.20%, 10/05/10(b)(d)		330		212,518
Union Bank of California 5.95%, 5/11/16		250		231,274
Union Planters Corp. 7.75%, 3/01/11		183		177,623
Wachovia Corp. 5.50%, 5/01/13		320		330,561
Wells Fargo & Co. 4.20%, 1/15/10		85		85,979
5.625%, 12/11/17		295		290,378
				10,170,883
BROKERAGE–0.0%
Lazard Group 6.85%, 6/15/17		160		146,985
FINANCE–0.4%
General Electric Capital Corp. 4.80%, 5/01/13		315		315,343
5.625%, 5/01/18		480		453,976
Series A 4.375%, 11/21/11		25		25,120
HSBC Finance Corp. 7.00%, 5/15/12		125		128,871
International Lease Finance Corp. 5.65%, 6/01/14		28		20,290
SLM Corp. 5.125%, 8/27/12		65		55,598
5.40%, 10/25/11		185		166,387
Series A 5.375%, 1/15/13–5/15/14		650		534,455
				1,700,040

12

AllianceBernstein Variable Products Series Fund

Company		Principal Amount (000)	U.S. $ Value
INSURANCE–0.7%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16	$	160	$	135,486
The Allstate Corp. 6.125%, 5/15/37(d)		235		172,725
Assurant, Inc. 5.625%, 2/15/14		135		120,414
Berkshire Hathaway Finance Corp. 4.20%, 12/15/10		115		118,563
Genworth Financial, Inc. 6.515%, 5/22/18		315		210,555
ING Capital Funding Trust III 8.439%, 12/31/10(d)		200		126,000
ING Groep NV 5.775%, 12/08/15(d)		65		38,025
Liberty Mutual Group, Inc. 5.75%, 3/15/14(b)		165		130,631
Lincoln National Corp. 8.75%, 7/01/19		98		98,830
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(b)		185		196,450
Nationwide Mutual Insurance Co. 5.81%, 12/15/24(b)(d)		500		293,621
Principal Financial Group, Inc. 7.875%, 5/15/14		260		273,908
Prudential Financial, Inc. 6.20%, 1/15/15		45		43,992
7.375%, 6/15/19		35		34,364
5.15%, 1/15/13		205		198,941
UnitedHealth Group, Inc. 4.125%, 8/15/09		67		67,100
5.25%, 3/15/11		280		288,970
WellPoint, Inc. 4.25%, 12/15/09		148		149,758
5.25%, 1/15/16		50		47,371
XL Capital Ltd. 5.25%, 9/15/14		135		113,301
				2,859,005
REITS–0.3%
ERP Operating LP 5.25%, 9/15/14		105		99,685
HCP, Inc. 5.95%, 9/15/11		340		332,766
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		131		115,457
8.125%, 5/01/11		225		224,141
Nationwide Health Properties, Inc. 6.50%, 7/15/11		180		177,331
Simon Property Group LP 5.00%, 3/01/12		90		89,717
5.625%, 8/15/14		179		170,924
				1,210,021
				16,086,934

Company		Principal Amount (000)	U.S. $ Value
UTILITY–0.9%
ELECTRIC–0.6%
Carolina Power & Light Co. 6.50%, 7/15/12	$	275	$	299,538
Exelon Corp. 6.75%, 5/01/11		25		26,094
FirstEnergy Corp. Series B 6.45%, 11/15/11		290		302,690
Series C 7.375%, 11/15/31		275		259,561
FPL Group Capital, Inc. 6.35%, 10/01/66(d)		55		42,900
6.65%, 6/15/67(d)		170		136,000
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		170		181,051
Nisource Finance Corp. 6.80%, 1/15/19		330		309,241
7.875%, 11/15/10		40		41,316
Pacific Gas & Electric Co. 4.80%, 3/01/14		200		210,556
6.05%, 3/01/34		38		39,423
Progress Energy, Inc. 7.10%, 3/01/11		19		20,208
Public Service Company of Colorado Series 10 7.875%, 10/01/12		130		150,608
The Southern Co. Series A 5.30%, 1/15/12		114		119,700
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)		488		482,321
				2,621,207
NATURAL GAS–0.2%
Duke Energy Field Services Corp. 7.875%, 8/16/10		15		15,691
Energy Transfer Partners LP 6.70%, 7/01/18		195		199,349
7.50%, 7/01/38		225		236,281
Enterprise Products Operating LLC Series G 5.60%, 10/15/14		125		128,467
Texas Eastern Transmission Corp. 7.30%, 12/01/10		160		165,660
TransCanada Pipelines Ltd. 6.35%, 5/15/67(d)		120		83,400
Williams Co., Inc. 7.875%, 9/01/21		214		210,790
				1,039,638
OTHER UTILITY–0.1%
Veolia Environnement 6.00%, 6/01/18		210		214,044
				3,874,889

13

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

Company			Principal Amount (000)	U.S. $ Value
NON CORPORATE SECTORS–0.2%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.2%
Gaz Capital SA 6.212%, 11/22/16(b)	$		510	$	428,400
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(b)			345		327,750
					756,150
Total Corporates–Investment Grades (cost $44,759,309)					44,020,522
GOVERNMENTS–TREASURIES–7.6%
TREASURIES–7.6%
SWEDEN–0.5%
Sweden Government Bond Series 1045 5.25%, 3/15/11		SEK	6,815		943,878
Series 1046 5.50%, 10/08/12			6,435		923,162
					1,867,040
UNITED STATES–7.1%
U.S. Treasury Bonds 3.75%, 11/15/18	$		7,230		7,354,862
4.50%, 2/15/36			2,330		2,400,264
U.S. Treasury Notes 0.875%, 2/28/11– 5/31/11			8,440		8,421,058
1.75%, 1/31/14			10,065		9,781,972
2.125%, 1/31/10			1,365		1,378,597
					29,336,753
Total Governments–Treasuries (cost $30,977,392)					31,203,793
MORTGAGE PASS-THRU’S–5.6%
AGENCY FIXED RATE 30-YEAR–5.2%
Federal Home Loan Mortgage Corp. Gold Series 2005 4.50%, 8/01/35– 10/01/35			1,797		1,794,819
5.50%, 1/01/35			1,877		1,946,310
Series 2007 5.50%, 7/01/35			201		209,103
Series 2008 6.50%, 5/01/35			73		78,831
Federal National Mortgage Association Series 2003 5.00%, 11/01/33			581		594,309
Series 2004 5.50%, 2/01/34–11/01/34			839		870,801
6.00%, 9/01/34–11/01/34			720		757,177

Company		Principal Amount (000)	U.S. $ Value
Series 2005 4.50%, 8/01/35	$	625	$	625,660
Series 2006 5.00%, 2/01/36		2,197		2,244,138
6.00%, 3/01/36		317		332,236
Series 2007 4.50%, 9/01/35–1/01/36		1,815		1,819,176
5.00%, 11/01/35–7/01/36		619		632,630
5.50%, 1/01/37–8/01/37		3,154		3,271,700
Series 2008 5.50%, 8/01/37		1,470		1,522,700
6.00%, 3/01/37		3,025		3,173,747
Government National Mortgage Association Series 2008 6.50%, 12/20/38		961		1,018,368
Series 2009 5.50%, 2/15/39		549		567,878
				21,459,583
AGENCY ARMS–0.4%
Federal Home Loan Mortgage Corporation Series 2008 5.621%, 11/01/37(e)		335		351,106
Federal National Mortgage Association Series 2006 5.454%, 2/01/36(e)		373		389,279
5.816%, 11/01/36(e)		94		98,273
6.235%, 3/01/36		273		287,094
Series 2007 4.725%, 3/01/34(e)		617		625,671
				1,751,423
Total Mortgage Pass-Thru’s (cost $22,552,461)				23,211,006
COMMERCIAL MORTGAGE-BACKED SECURITIES–4.0%
NON-AGENCY FIXED RATE CMBS–4.0%
Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A2 5.787%, 5/11/35		1,027		1,041,589
Series 2004-4, Class A3 4.128%, 7/10/42		167		166,983
Series 2004-6, Class A2 4.161%, 12/10/42		132		131,502
Series 2005-6, Class A4 5.351%, 9/10/47		315		273,688
Series 2006-5, Class A4 5.414%, 9/10/47		355		283,059
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW12, Class A4 5.903%, 9/11/38		250		217,418

14

AllianceBernstein Variable Products Series Fund

Company		Principal Amount (000)	U.S. $ Value
Series 2007-PW18, Class A4 5.70%, 6/11/50	$	280	$	222,445
Citigroup Commercial Mortgage Trust Series 2004-C1, Class A4 5.545%, 4/15/40		110		98,330
Series 2008-C7, Class A4 6.299%, 12/10/49		440		359,716
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46		130		94,778
Series 2007-C9, Class A4 6.01%, 12/10/49		650		516,595
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3 6.02%, 6/15/38		620		452,521
Series 2006-C4, Class A3 5.467%, 9/15/39		235		164,438
Series 2006-C5, Class A3 5.311%, 12/15/39		345		236,455
CS First Boston Mortgage Securities Corp. Series 2003-CK2, Class A2 3.861%, 3/15/36		3		2,503
Series 2004-C1, Class A4 4.75%, 1/15/37		70		62,608
Series 2005-C1, Class A4 5.014%, 2/15/38		260		219,474
GE Capital Commercial Mortgage Corp. Series 2005-C3, Class A3FX 4.863%, 7/10/45		360		352,321
Greenwich Capital Commercial Funding Corp. Series 2005-GG3, Class A4 4.799%, 8/10/42		85		72,342
Series 2007-GG9, Class A2 5.381%, 3/10/39		520		488,238
Series 2007-GG9, Class A4 5.444%, 3/10/39		410		326,817
GS Mortgage Securities Corp. II Series 2001-ROCK, Class C 6.878%, 5/03/18(b)		605		654,002
Series 2004-GG2, Class A6 5.396%, 8/10/38		80		71,322
Series 2006-GG8, Class A2 5.479%, 11/10/39		185		172,674
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-C1, Class A2 4.302%, 1/15/38		60		54,490
Series 2005-CB11, Class A4 5.335%, 8/12/37		170		151,318
Series 2005-LDP3, Class A2 4.851%, 8/15/42		100		95,573

Company		Principal Amount (000)	U.S. $ Value
Series 2005-LDP4, Class A2 4.79%, 10/15/42	$	188	$	185,736
Series 2005-LDP5, Class A2 5.198%, 12/15/44		60		58,069
Series 2006-CB14, Class A4 5.481%, 12/12/44		315		254,240
Series 2006-CB15, Class A4 5.814%, 6/12/43		595		467,981
Series 2006-CB16, Class A4 5.552%, 5/12/45		335		269,211
Series 2006-CB17, Class A4 5.429%, 12/12/43		350		282,950
Series 2007-CB18, Class A4 5.44%, 6/12/47		445		335,088
Series 2007-LD11, Class A4 6.007%, 6/15/49		195		148,909
Series 2007-LDPX, Class A3 5.42%, 1/15/49		475		349,642
LB-UBS Commercial Mortgage Trust Series 2003-C3, Class A4 4.166%, 5/15/32		150		137,670
Series 2004-C4, Class A4 5.409%, 6/15/29		40		34,646
Series 2004-C8, Class A2 4.201%, 12/15/29		122		121,542
Series 2005-C1, Class A4 4.742%, 2/15/30		120		105,197
Series 2005-C7, Class A4 5.197%, 11/15/30		50		42,942
Series 2006-C1, Class A4 5.156%, 2/15/31		1,095		911,913
Series 2006-C3, Class A4 5.661%, 3/15/39		285		239,773
Series 2006-C4, Class A4 6.08%, 6/15/38		275		230,249
Series 2006-C6, Class A4 5.372%, 9/15/39		660		535,135
Series 2006-C7, Class A3 5.347%, 11/15/38		195		155,016
Series 2007-C1, Class A4 5.424%, 2/15/40		210		152,645
Series 2008-C1, Class A2 6.317%, 4/15/41		650		531,832
Merrill Lynch Mortgage Trust Series 2005-CKI1, Class A6 5.415%, 11/12/37		40		33,930
Series 2005-MKB2, Class A2 4.806%, 9/12/42		320		317,110
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 6.104%, 6/12/46		110		90,399
Series 2006-3, Class A4 5.414%, 7/12/46		480		361,363
Series 2007-9, Class A4 5.70%, 9/12/49		440		303,485
Morgan Stanley Capital I Series 2004-HQ4, Class A5 4.59%, 4/14/40		190		178,099

15

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

Company		Principal Amount (000)	U.S. $ Value
Series 2005-HQ5, Class A4 5.168%, 1/14/42	$	1,035	$	933,050
Series 2007-IQ15, Class A4 6.076%, 6/11/49		90		67,779
Series 2007-T27, Class A4 5.803%, 6/11/42		210		176,203
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		630		503,620
Series 2007-C31, Class A4 5.509%, 4/15/47		190		126,018
Series 2007-C32, Class A2 5.924%, 6/15/49		640		597,296
Series 2007-C32, Class A3 5.929%, 6/15/49		625		434,050
				16,655,987
NON-AGENCY FLOATING RATE CMBS–0.0%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 0.758%, 3/06/20(b)(e)		75		51,475
Total Commercial Mortgage-Backed Securities (cost $19,588,994)				16,707,462
AGENCIES–2.3%
AGENCY DEBENTURES–2.3%
Citigroup Funding, Inc.–FDIC Insured 0.936%, 5/05/11(e)		2,175		2,177,384
Federal Home Loan Bank 4.625%, 10/10/12		115		124,296
5.00%, 11/17/17		885		941,741
Federal Home Loan Mortgage Corp. 5.125%, 11/17/17		3,610		3,962,076
Federal National Mortgage Association 6.25%, 5/15/29		740		868,779
6.625%, 11/15/30		1,092		1,337,454
Total Agencies (cost $9,259,393)				9,411,730
CORPORATES–NON- INVESTMENT GRADES–1.1%
INDUSTRIAL–0.6%
BASIC–0.1%
Ineos Group Holdings PLC 8.50%, 2/15/16(b)		75		23,250
Stora Enso Oyj 7.375%, 5/15/11		175		165,721
United States Steel Corp. 5.65%, 6/01/13		251		225,906
6.05%, 6/01/17		10		8,529
Westvaco Corp. 8.20%, 1/15/30		15		13,251
				436,657

Company		Principal Amount (000)	U.S. $ Value
CAPITAL GOODS–0.2%
Hanson Australia Funding Ltd. 5.25%, 3/15/13	$	120	$	94,356
Masco Corp. 6.125%, 10/03/16		275		230,889
Mohawk Industries, Inc. 6.625%, 1/15/16		245		217,702
Owens Corning, Inc. 6.50%, 12/01/16		178		156,028
Textron Financial Corp. 4.60%, 5/03/10		40		38,200
5.125%, 2/03/11		73		66,997
5.40%, 4/28/13		53		43,395
				847,567
COMMUNICATIONS– MEDIA–0.0%
Cablevision Systems Corp. Series B 8.00%, 4/15/12		45		44,550
Clear Channel Communications, Inc. 5.50%, 9/15/14		185		40,700
DirecTV Holdings LLC 6.375%, 6/15/15		40		37,000
Univision Communications, Inc. 12.00%, 7/01/14(b)		36		33,480
				155,730
COMMUNICATIONS– TELECOMMUNICATIONS–0.0%
Qwest Communications International, Inc. 7.50%, 2/15/14		25		22,812
Series B 7.50%, 2/15/14		15		13,688
				36,500
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
Ford Motor Credit Co. 7.375%, 10/28/09		160		158,628
CONSUMER CYCLICAL– OTHER–0.2%
Centex Corp. 5.45%, 8/15/12		99		93,307
Sheraton Holding Corp. 7.375%, 11/15/15		262		241,040
Starwood Hotels & Resorts Worldwide, Inc. 6.25%, 2/15/13		250		232,500
7.875%, 5/01/12		212		195,040
Wyndham Worldwide Corp. 6.00%, 12/01/16		70		54,747
				816,634

16

AllianceBernstein Variable Products Series Fund

Company			Principal Amount (000)	U.S. $ Value
CONSUMER CYCLICAL–RETAILERS–0.0%
Limited Brands, Inc. 6.90%, 7/15/17	$		25	$	21,633
CONSUMER NON-CYCLICAL–0.0%
Bausch & Lomb, Inc. 9.875%, 11/01/15			130		124,150
HCA, Inc. 8.50%, 4/15/19(b)			35		34,387
					158,537
TRANSPORTATION– AIRLINES–0.0%
UAL Pass Through Trust Series 2007-1 Series 071A 6.636%, 7/02/22			79		59,353
					2,691,239
FINANCIAL INSTITUTIONS–0.4%
BANKING–0.3%
ABN Amro Bank NV 4.31%, 3/10/16(d)		EUR	90		51,765
BankAmerica Capital II Series 2 8.00%, 12/15/26	$		94		78,010
Commerzbank Capital Funding Trust I 5.012%, 4/12/16(d)		EUR	200		89,783
Dexia Credit Local 4.30%, 11/18/15(d)			300		151,509
HBOS Capital Funding LP 4.939%, 5/23/16(d)			56		25,925
HBOS Euro Finance LP 7.627%, 12/09/11(d)			75		42,086
KBC Bank Funding Trust III 9.86%, 11/29/49(b)(d)	$		247		108,680
Lloyds Banking Group PLC 5.92%, 10/01/15(b)(d)			100		35,000
6.267%, 11/14/16(b)(d)			450		153,000
6.657%, 5/21/37(b)(d)			400		144,000
Northern Rock PLC 5.60%, 4/30/14(b)(d)			445		89,000
RBS Capital Trust III 5.512%, 9/30/14(d)			125		51,250
Zions Bancorp 5.50%, 11/16/15			35		25,193
					1,045,201
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 7.875%, 11/01/09–8/15/10(f)			370		54,575
5.00%, 1/14/11(f)			80		11,800
6.20%, 9/26/14(f)			33		4,867

Company		Principal Amount (000)	U.S. $ Value
Series G 4.80%, 3/13/14(f)	$	42	$	6,195
				77,437
FINANCE–0.1%
American General Finance Corp. 4.875%, 7/15/12		45		26,640
5.85%, 6/01/13		100		57,364
CIT Group, Inc. 5.00%, 2/01/15		205		120,747
5.85%, 9/15/16		155		87,506
7.625%, 11/30/12		290		198,576
5.125%, 9/30/14		40		23,577
				514,410
INSURANCE–0.0%
Liberty Mutual Group, Inc. 7.80%, 3/15/37(b)		65		36,400
REITS–0.0%
AMR REAL ESTATE PTR/FIN 7.125%, 2/15/13		45		40,613
				1,714,061
UTILITY–0.1%
ELECTRIC–0.1%
Dynegy Holdings, Inc. 8.375%, 5/01/16		115		97,462
Edison Mission Energy 7.00%, 5/15/17		95		72,913
NRG Energy, Inc. 7.25%, 2/01/14		105		101,850
7.375%, 2/01/16		35		33,119
				305,344
Total Corporates–Non-Investment Grades (cost $6,201,315)				4,710,644
ASSET-BACKED SECURITIES–0.6%
CREDIT CARDS–FLOATING RATE–0.3%
Chase Issuance Trust FRN Series 2007-A1, Class A1
0.339%, 3/15/13(e)		640		628,259
MBNA Credit Card Master Note Trust FRN Series 2005-A9, Class A9 0.359%, 4/15/13(e)		660		649,153
				1,277,412
HOME EQUITY LOANS–FLOATING RATE–0.2%
Bear Stearns Asset Backed Securities, Inc. Series 2007-HE3, Class M1
0.764%, 4/25/37(e)		100		2,100
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33(c)		219		183,609

17

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

Company		Principal Amount (000)	U.S. $ Value
HFC Home Equity Loan Asset Backed Certificates Series 2007-1, Class M1
0.695%, 3/20/36(e)	$	365	$	134,827
Home Equity Asset Trust Series 2007-3, Class M1
0.664%, 8/25/37(e)		275		6,848
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2
0.424%, 11/25/36(e)		295		207,774
IXIS Real Estate Capital Trust Series 2006-HE3, Class A2
0.414%, 1/25/37(e)		174		124,304
Newcastle Mortgage Securities Trust Series 2007-1, Class 2A1
0.444%, 4/25/37(e)		232		154,253
Option One Mortgage Loan Trust Series 2007-2, Class M1
0.674%, 3/25/37(e)		125		2,787
RAAC Series Series 2006-SP3, Class A1
0.394%, 8/25/36(e)		48		44,645
Residential Asset Securities Corp. Series 2003-KS3, Class A2
0.914%, 5/25/33(e)		2		1,024
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2
0.444%, 7/25/37(e)		300		98,307
				960,478
HOME EQUITY LOANS–FIXED RATE–0.1%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3
5.81%, 11/25/36		569		103,395
Credit-Based Asset Servicing and Securitization LLC Series 2005-CB7, Class AF2
5.147%, 11/25/35		8		7,978
Home Equity Mortgage Trust Series 2005-4, Class A3
4.742%, 1/25/36		19		18,400
Residential Funding Mortgage Securities II, Inc. Series 2005-HI2, Class A3
4.46%, 5/25/35		6		6,107
				135,880
Total Asset-Backed Securities (cost $3,944,079)				2,373,770

Company			Principal Amount (000)	U.S. $ Value
GOVERNMENTS–SOVEREIGN BONDS–0.5%
BRAZIL–0.2%
Republic of Brazil 8.25%, 1/20/34	$		765	$	910,350
PERU–0.2%
Republic of Peru 8.375%, 5/03/16			180		207,450
9.875%, 2/06/15			410		501,225
					708,675
RUSSIA–0.1%
Russian Federation 7.50%, 3/31/30(b)			298		292,987
Total Governments–Sovereign Bonds (cost $1,776,406)					1,912,012
GOVERNMENTS–SOVEREIGN AGENCIES–0.3%
UNITED KINGDOM–0.3%
Barclays Bank PLC Series E 2.875%, 12/23/11		GBP	330		549,324
The Royal Bank of Scotland PLC 2.625%, 5/11/12(b)	$		695		699,994
Total Governments–Sovereign Agencies (cost $1,172,761)					1,249,318
QUASI-SOVEREIGNS–0.3%
RUSSIA–0.3%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(b)			295		253,700
7.75%, 5/29/18(b)			1,025		930,188
Total Quasi-Sovereigns (cost $1,306,739)					1,183,888
	Shares
PREFERRED STOCKS–0.2%
UTILITY–0.1%
OTHER UTILITY–0.1%
Dte Energy Trust I 7.80%			20,000		498,400
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)			200		161,000
FINANCIAL INSTITUTIONS–0.0%
BANKING–0.0%
Royal Bank of Scotland Group PLC 5.75%			10,000		97,500

18

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%		4,750	$	5,795
Federal National Mortgage Association 8.25%		5,750		7,705
				13,500
Total Preferred Stocks (cost $1,245,116)				770,400
	Principal Amount (000)
CMOS–0.2%
NON-AGENCY ARMS–0.1%
Bear Stearns Alt-A Trust Series 2006-1, Class 22A1 5.317%, 2/25/36(d)	$	175		73,883
Series 2006-3, Class 22A1 5.956%, 5/25/36(d)		237		111,446
Series 2007-1, Class 21A1 5.663%, 1/25/47(d)		59		27,176
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.122%, 5/25/35(d)		109		73,152
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(e)		118		69,722
Deutsche Mortgage Securities, Inc. Series 2005-WF1, Class 1A1 5.119%, 6/26/35(b)		107		96,259
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.844%, 5/25/36(d)		74		31,716
				483,354
NON-AGENCY FLOATING RATE–0.1%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 2.34%, 12/25/35(e)		51		23,631
Series 2006-OA14, Class 3A1 2.19%, 11/25/46(e)		180		62,542
Series 2007-OA3, Class M1 0.624%, 4/25/47(e)		185		2,611
Lehman XS Trust Series 2007-4N, Class M1 0.764%, 3/25/47(e)		265		1,913
				90,697

Company	Principal Amount (000)		U.S. $ Value
NON-AGENCY FIXED RATE–0.0%
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36	$	79	$	65,743
Total CMOs (cost $1,637,084)				639,794
EMERGING MARKETS–SOVEREIGNS–0.1%
INDONESIA–0.1%
Indonesia Government International Bond 11.625%, 3/04/19(b) (cost $481,551)		485		618,375
EMERGING MARKETS– CORPORATE BONDS–0.0%
INDUSTRIAL–0.0%
BASIC–0.0%
Steel Capital SA for OAO Severstal 9.75%, 7/29/13(b) (cost $100,000)		100		84,500
	Shares
RIGHTS–0.0%
MATERIALS–0.0%
METALS & MINING–0.0%
Rio Tinto PLC(a)		3,239		37,195
FINANCIALS–0.0%
DIVERSIFIED FINANCIAL SERVICES–0.0%
Fortis(a)		5,366		0
Total Rights (cost $47,999)				37,195
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.9%
AGENCY DISCOUNT NOTES–0.9%
Federal Home Loan Bank Discount Notes Zero Coupon, 7/01/09 (cost $3,800,000)	$	3,800		3,800,000
TOTAL INVESTMENTS–97.3% (cost $415,161,225)				401,765,732
Other assets less liabilities–2.7%				11,305,268
NET ASSETS–100.0%			$	413,071,000

19

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

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
DJ EURO STOXX 50	10	September 2009	$	340,794	$	336,406	$	(4,388	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/17/09	1,279	$	901,567	$	1,026,968	$	125,401
Australian Dollar settling 8/17/09	195		146,474		156,574		10,100
Australian Dollar settling 8/17/09	1,210		918,995		971,565		52,570
Australian Dollar settling 8/17/09	1,455		1,119,783		1,168,287		48,504
Australian Dollar settling 8/17/09	2,103		1,612,160		1,688,596		76,436
Australian Dollar settling 8/17/09	1,061		827,601		851,926		24,325
Australian Dollar settling 8/17/09	165		131,142		132,486		1,344
Australian Dollar settling 8/17/09	306		243,276		245,701		2,425
Australian Dollar settling 8/17/09	207		167,231		166,210		(1,021	)
Australian Dollar settling 8/17/09	337		263,972		270,593		6,621
Australian Dollar settling 9/15/09	1,413		1,121,597		1,132,186		10,589
British Pound settling 8/17/09	254		399,158		417,862		18,704
British Pound settling 8/17/09	290		461,869		477,087		15,218
British Pound settling 8/17/09	212		343,726		348,767		5,041
British Pound settling 8/17/09	416		679,183		684,373		5,190
British Pound settling 8/17/09	1,251		2,038,004		2,058,053		20,049
British Pound settling 8/17/09	380		626,468		625,148		(1,320	)
British Pound settling 9/15/09	131		211,825		215,494		3,669
British Pound settling 9/15/09	715		1,172,007		1,176,171		4,164
Canadian Dollar settling 8/17/09	92		81,143		79,117		(2,026	)
Canadian Dollar settling 8/17/09	211		182,858		181,453		(1,405	)
Euro settling 8/17/09	184		245,327		258,122		12,795
Euro settling 8/17/09	2,664		3,619,976		3,737,153		117,177
Euro settling 8/17/09	359		509,277		503,618		(5,659	)
Euro settling 8/17/09	574		814,104		805,227		(8,877	)
Euro settling 8/17/09	558		772,439		782,782		10,343
Japanese Yen settling 8/17/09	20,046		204,624		208,198		3,574
Japanese Yen settling 8/17/09	32,574		329,730		338,315		8,585
Japanese Yen settling 8/17/09	284,229		2,958,130		2,952,012		(6,118	)
Japanese Yen settling 8/17/09	353,695		3,681,102		3,673,488		(7,614	)
Japanese Yen settling 8/17/09	86,814		912,199		901,653		(10,546	)
Japanese Yen settling 8/17/09	18,365		192,970		190,739		(2,231	)
Japanese Yen settling 9/15/09	131,062		1,344,570		1,361,665		17,095
New Zealand Dollar settling 8/17/09	598		358,411		384,752		26,341
New Zealand Dollar settling 8/17/09	699		451,205		449,736		(1,469	)
New Zealand Dollar settling 8/17/09	1,360		858,976		875,023		16,047
New Zealand Dollar settling 9/15/09	1,772		1,103,282		1,137,970		34,688
Norwegian Krone settling 8/17/09	880		135,177		136,688		1,511
Norwegian Krone settling 8/17/09	5,772		891,993		896,549		4,556
Norwegian Krone settling 8/17/09	8,963		1,385,124		1,392,199		7,075

20

AllianceBernstein Variable Products Series Fund

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
Norwegian Krone settling 8/17/09	9,978	$	1,552,755	$	1,549,856	$	(2,899	)
Norwegian Krone settling 9/15/09	5,737		900,204		890,481		(9,723	)
Swedish Krona settling 8/17/09	7,937		1,048,121		1,028,705		(19,416	)
Swedish Krona settling 8/17/09	1,597		210,892		206,985		(3,907	)
Swedish Krona settling 8/17/09	1,056		133,433		136,867		3,434
Swiss Franc settling 8/17/09	310		281,384		285,472		4,088
Sale Contracts:
British Pound settling 8/17/09	563		823,303		926,206		(102,903	)
British Pound settling 8/17/09	202		303,828		332,315		(28,487	)
British Pound settling 8/17/09	207		310,438		340,541		(30,103	)
British Pound settling 8/17/09	193		291,613		317,509		(25,896	)
British Pound settling 8/17/09	95		144,789		156,287		(11,498	)
British Pound settling 8/17/09	1,056		1,635,512		1,737,254		(101,742	)
British Pound settling 8/17/09	5,195		8,045,912		8,546,432		(500,520	)
British Pound settling 8/25/09	317		519,503		522,037		(2,534	)
Canadian Dollar settling 8/17/09	289		246,703		248,531		(1,828	)
Canadian Dollar settling 8/17/09	1,738		1,502,655		1,494,622		8,033
Canadian Dollar settling 8/17/09	260		224,793		223,591		1,202
Canadian Dollar settling 8/17/09	156		142,648		134,155		8,493
Canadian Dollar settling 8/17/09	409		364,657		351,726		12,931
Canadian Dollar settling 9/15/09	1,801		1,632,228		1,549,061		83,167
Euro settling 7/08/09	12		15,577		16,355		(778	)
Euro settling 7/08/09	121		161,364		169,398		(8,034	)
Euro settling 7/08/09	6		8,566		8,623		(57	)
Euro settling 7/08/09	35		49,147		48,630		517
Euro settling 7/08/09	20		28,055		28,031		24
Euro settling 7/08/09	82		113,779		115,318		(1,539	)
Euro settling 8/17/09	558		767,250		782,782		(15,532	)
Euro settling 8/17/09	362		505,678		507,827		(2,149	)
Euro settling 8/17/09	117		162,736		164,132		(1,396	)
Euro settling 8/17/09	1,128		1,588,449		1,582,398		6,051
Euro settling 9/15/09	266		372,765		373,111		(346	)
Japanese Yen settling 8/17/09	48,196		509,267		500,565		8,702
Japanese Yen settling 8/17/09	105,218		1,108,725		1,092,798		15,927
Japanese Yen settling 8/17/09	86,700		897,701		900,469		(2,768	)
Japanese Yen settling 8/17/09	135,845		1,411,348		1,410,891		457
Japanese Yen settling 8/17/09	45,339		460,107		470,892		(10,785	)
Japanese Yen settling 8/17/09	639		6,518		6,637		(119	)
Japanese Yen settling 8/17/09	86,814		885,450		901,653		(16,203	)
Japanese Yen settling 8/17/09	268,607		2,805,295		2,789,761		15,534
Japanese Yen settling 8/17/09	145,888		1,523,635		1,515,198		8,437
Japanese Yen settling 9/15/09	33,686		351,335		349,980		1,355
Norwegian Krone settling 8/17/09	9,843		1,524,628		1,528,887		(4,259	)
Swedish Krona settling 7/28/09	14,752		1,950,397		1,912,059		38,338
Swedish Krona settling 8/17/09	1,057		134,669		136,997		(2,328	)
Swedish Krona settling 8/17/09	6,880		893,646		891,709		1,937
Swedish Krona settling 8/17/09	5,522		717,255		715,700		1,555
Swedish Krona settling 8/17/09	7,712		972,890		999,543		(26,653	)

21

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

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Sale Contracts: (continued)
Swiss Franc settling 8/17/09	140	$	124,180	$	128,923	$	(4,743	)
Swiss Franc settling 8/17/09	310		279,068		285,472		(6,404	)
Swiss Franc settling 8/17/09	1,646		1,481,762		1,515,763		(34,001	)
Swiss Franc settling 8/17/09	228		209,810		209,960		(150	)

(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, 2009, the aggregate market value of these securities amounted to $7,908,698 or 1.9% of net assets.

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2009.

(d) Variable rate coupon, rate shown as of June 30, 2009.

(e) Floating Rate Security. Stated interest rate was in effect at June 30, 2009.

(f) Security is in default and is non-income producing.

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, 2009, the fund’s total exposure to subprime investments was 0.38% of net assets. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).

Currency Abbreviations:

EUR—Euro Dollar

GBP—Great British Pound

SEK—Swedish Krona

Glossary:

ADR—American Depositary Receipt

ARMS—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

FDR—Fiduciary Depositary Receipt

FRN—Floating Rate Note

LP—Limited Partnership

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

See notes to financial statements.

22

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $415,161,225)	$	401,765,732
Cash		6,726,073
Foreign currencies, at value (cost $809,456)		856,574	(a)
Unrealized appreciation of forward currency exchange contracts		910,319
Receivable for investment securities sold and foreign currency contracts		4,239,648
Dividends and interest receivable		2,001,165
Receivable for capital stock sold		451,456
Total assets		416,950,967
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		1,027,986
Payable for investment securities purchased		2,377,774
Advisory fee payable		185,088
Payable for capital stock redeemed		71,669
Distribution fee payable		70,692
Administrative fee payable		28,413
Payable for variation margin on futures contracts		4,770
Transfer Agent fee payable		124
Accrued expenses		113,451
Total liabilities		3,879,967
NET ASSETS	$	413,071,000
COMPOSITION OF NET ASSETS
Capital stock, at par	$	46,362
Additional paid-in capital		508,347,631
Undistributed net investment income		3,354,137
Accumulated net realized loss on investment and foreign currency transactions		(85,179,286	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(13,497,844	)
	$	413,071,000

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	64,933,131	7,250,799	$	8.96
B	$	348,137,869	39,110,994	$	8.90

(a) An amount equivalent to U.S. $40,129 has been segregated to collateralize margin requirements for the open futures contracts outstanding at June 30, 2009.

See notes to financial statements.

23

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $226,999)	$	3,825,511
Interest		3,145,298
Total investment income		6,970,809
EXPENSES
Advisory fee (see Note B)		986,713
Distribution fee—Class B		371,348
Transfer agency—Class A		265
Transfer agency—Class B		1,298
Custodian		108,049
Administrative		45,840
Audit		31,760
Legal		14,632
Printing		12,860
Directors’ fees		1,250
Miscellaneous		17,817
Total expenses		1,591,832
Net investment income		5,378,977
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(45,604,897	)
Futures		29,428
Foreign currency transactions		(269,255	)
Net change in unrealized appreciation/depreciation of:
Investments		61,282,885
Futures		(8,572	)
Foreign currency denominated assets and liabilities		(1,527,376	)
Net gain on investment and foreign currency transactions		13,902,213
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	19,281,190

See notes to financial statements.

24

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

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,378,977		$	6,628,409
Net realized loss on investment and foreign currency transactions		(45,844,724	)		(35,604,381	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		59,746,937			(79,848,031	)
Contributions from Adviser		–0	–		6
Net increase (decrease) in net assets from operations		19,281,190			(108,823,997	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(716,042	)		(296	)
Class B		(3,162,663	)		(7,557,243	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(217	)
Class B		–0	–		(5,342,366	)
CAPITAL STOCK TRANSACTIONS
Net increase		44,180,584			263,761,629
Total increase		59,583,069			142,037,510
NET ASSETS
Beginning of period		353,487,931			211,450,421
End of period (including undistributed net investment income of $3,354,137 and $1,853,865, respectively)	$	413,071,000		$	353,487,931

See notes to financial statements.

25

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

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AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Common Stocks - U.S.	$	156,277,835		$	–0	–	$	–0	–	$	156,277,835
Common Stocks - Foreign		16,499,428			86,896,091			157,969			103,553,488
Corporates - Investment Grades		–0	–		42,918,501			1,102,021			44,020,522
Governments - Treasuries		–0	–		31,203,793			–0	–		31,203,793
Mortgage Pass-Thru’s		–0	–		23,211,006			–0	–		23,211,006
Commercial Mortgage-Backed Securities		–0	–		16,556,145			151,317			16,707,462
Agencies		–0	–		9,411,730			–0	–		9,411,730
Corporates - Non-Investment Grades		–0	–		4,545,661			164,983			4,710,644
Asset-Backed Securities		–0	–		1,277,412			1,096,358			2,373,770
Governments - Sovereign Bonds		–0	–		708,675			1,203,337			1,912,012
Governments - Sovereign Agencies		–0	–		1,249,318			–0	–		1,249,318
Quasi-Sovereigns		–0	–		–0	–		1,183,888			1,183,888
Preferred Stocks		–0	–		770,400			–0	–		770,400
CMOs		–0	–		–0	–		639,794			639,794
Emerging Markets - Sovereigns		–0	–		–0	–		618,375			618,375
Emerging Markets - Corporate Bonds		–0	–		–0	–		84,500			84,500
Rights		37,195			–0	–		–0	–		37,195
Short-Term Investments		–0	–		3,800,000			–0	–		3,800,000
		172,814,458			222,548,732			6,402,542			401,765,732
Other Financial Instruments*		(4,388	)		(117,667	)		–0	–		(122,055	)
Total	$	172,810,070		$	222,431,065		$	6,402,542		$	401,643,677

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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

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

	Common Stocks - Foreign			Corporates - Investment Grades			Commercial Mortgage- Backed Securities			Corporates - Non-Investment Grades			Asset- Backed Securities
Balance as of 12/31/08	$	156,101		$	322,113		$	–0	–	$	313,828		$	1,423,710
Accrued discounts/premiums		–0	–		480			–0	–		50			883
Realized gain (loss)		(2,752	)		–0	–		–0	–		29			1,743
Change in unrealized appreciation/depreciation		78,370			142,950			12,216			39,174			(142,690	)
Net purchases (sales)		(73,750	)		305,113			–0	–		32,129			(187,288	)
Net transfers in and/or out of Level 3		–0	–		331,365			139,101			(220,227	)		–0	–
Balance as of 6/30/09	$	157,969		$	1,102,021		$	151,317		$	164,983		$	1,096,358
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09 *	$	42,242		$	23,828		$	–0	–	$	38,664		$	(142,690	)
	Governments - Sovereign Bonds			Quasi- Sovereigns			CMOs			Emerging Markets - Sovereigns			Emerging Markets - Corporate Bonds
Balance as of 12/31/08	$	935,212		$	168,150		$	835,035		$	–0	–	$	–0	–
Accrued discounts/premiums		(411	)		854			(128	)		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–		(40,279	)		–0	–		–0	–
Change in unrealized appreciation/depreciation		42,667			353,759			76,463			136,886			31,500
Net purchases (sales)		(316,876	)		–0	–		(231,297	)		481,489			–0	–
Net transfers in and/or out of Level 3		542,745			661,125			–0	–		–0	–		53,000
Balance as of 6/30/09	$	1,203,337		$	1,183,888		$	639,794		$	618,375		$	84,500
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09 *	$	(24,451	)	$	84,696		$	28,091		$	–0	–	$	–0	–

	Total
Balance as of 12/31/08	$	4,154,149
Accrued discounts/premiums		1,728
Realized gain (loss)		(41,259	)
Change in unrealized appreciation/depreciation		771,295
Net purchases (sales)		9,520
Net transfers in and/or out of Level 3		1,507,109
Balance as of 6/30/09	$	6,402,542
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09 *	$	50,380

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

3. 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

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AllianceBernstein Variable Products Series Fund

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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. 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.

9. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements (see Note D.1).

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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.

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

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, 2009 the Adviser did not waive any advisory fees.

During the year ended December 31, 2008 the Adviser made a payment of $6 to the Portfolio in connection with a trading 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. For the six months ended June 30, 2009 the total amount of such fees was $45,840. The Adviser did not waive any portion of such services.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009 amounted to $175,388, 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 $576 for the six months ended June 30, 2009.

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2009, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	150,020,860	$	110,866,933
U.S. government securities		54,360,909		44,231,955

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	$	19,449,900
Gross unrealized depreciation		(32,845,393	)
Net unrealized depreciation	$	(13,395,493	)

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AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures Contracts

The Portfolio may buy or sell 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 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. The credit/counterparty risk for futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). 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.

• 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, to hedge certain firm purchase and sale 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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

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

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	910,319	Unrealized depreciation of forward currency exchange contracts	$	1,027,986
Equity contracts				Payable for variation margin on futures contracts		4,388	*
Total		$	910,319		$	1,032,374

* Includes cumulative appreciation/(depreciation) of futures contracts as reported in portfolio of investments. Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities.

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009:

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; change in unrealized appreciation/(depreciation) of foreign currency denominated assets and liabilities	$	(285,686	)	$	(1,552,316	)
Equity contracts	Net realized gain (loss) on futures contracts; change in unrealized appreciation/(depreciation) of futures contracts		29,428			(8,572	)
Total		$	(256,258	)	$	(1,560,888	)

2. 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

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, 2009, the Portfolio did not participate in dollar roll transactions.

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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	175,663		26,690		$	1,472,568		$	226,132
Shares issued in reinvestment of dividends and distributions	79,384		–0	–		716,042			–0	–
Shares issued in connection with the acquisition of Balanced Shares Portfolio	–0	–	8,694,602			–0	–		90,961,719
Shares redeemed	(827,006	)	(899,299	)		(6,749,404	)		(7,772,470	)
Net increase (decrease)	(571,959	)	7,821,993		$	(4,560,794	)	$	83,415,381
Class B
Shares sold	7,670,233		15,581,451		$	63,676,388		$	164,069,127
Shares issued in reinvestment of dividends and distributions	352,583		1,124,077			3,162,663			12,899,609
Shares issued in connection with the acquisition of Balanced Shares Portfolio	–0	–	2,754,448			–0	–		28,651,812
Shares redeemed	(2,249,433	)	(2,430,837	)		(18,097,673	)		(25,274,300	)
Net increase	5,773,383		17,029,139		$	48,741,378		$	180,346,248

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

33

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Acquisition of AllianceBernstein Balanced Shares Portfolio by AllianceBernstein Balanced Wealth Portfolio (the “Portfolio”)

On September 28, 2008, the Portfolio acquired all of the assets and assumed all of the liabilities of AllianceBernstein Balanced Shares Portfolio (“Balanced Shares”) in a tax free event, pursuant to a Plan of Acquisition and Liquidation. As a result of the acquisition, stockholders of Balanced Shares received shares of the Portfolio equivalent to the aggregate net asset value of the shares they held in Balanced Shares. On September 28, 2008, the acquisition was accomplished by a tax-free exchange of 11,449,051 shares of the Portfolio for 8,365,648 shares of Balanced Shares. The aggregate net assets of the Portfolio and Balanced Shares immediately before the acquisition were $269,014,856 and $119,613,531 (including $5,935,661 of net unrealized depreciation of investments and foreign currency denominated assets and liabilities), respectively. Immediately after the acquisition, the combined net assets of the Portfolio amounted to $388,628,387.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	7,609,285	$	3,822,032
Net long-term capital gains		5,290,837		2,735,872
Total distributions paid	$	12,900,122	$	6,557,904

NOTE J: Component of Accumulated Earnings (Deficit)

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,738,368
Accumulated capital and other losses		(30,934,726	)(a)
Unrealized appreciation/(depreciation)		(83,568,312	)(b)
Total accumulated earnings/(deficit)	$	(110,764,670	)(c)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $20,877,023 (of which approximately $2,981,323 were attributable to the purchase of net assets of AllianceBernstein Balanced Shares Portfolio) of which $2,981,323 expires in the year 2015 and $17,895,700 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. As a result of the merger with AllianceBernstein Balanced Shares Portfolio into the Portfolio, various limitations and reductions regarding the future utilization of certain capital loss carryforwards were applied, based on certain provisions in the Internal Revenue Code. Net capital and 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, 2008, the Portfolio defers post October capital losses of $10,057,703 to January 1, 2009.

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AllianceBernstein Variable Products Series Fund

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of passive foreign investment companies.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to deferred income from an underlying security.

NOTE K: 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.

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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, 2009 (unaudited)		Year Ended December 31,								July 1, 2004(a) to December 31, 2004
			2008		2007		2006		2005
Net asset value, beginning of period	$8.63		$13.05		$12.87		$11.39		$10.69		$10.00
Income From Investment Operations
Net investment income (b)	.13		.22	(c)	.31	(c)	.25	(c)	.18	(c)	.07	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.30		(3.97	)	.41		1.32		.60		.62
Contributions from Adviser	–0	–	.00	(d)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.43		(3.75	)	.72		1.57		.78		.69
Less: Dividends and Distributions
Dividends from net investment income	(.10	)	(.39	)	(.32	)	(.09	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.28	)	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.10	)	(.67	)	(.54	)	(.09	)	(.08	)	–0	–
Net asset value, end of period	$8.96		$8.63		$13.05		$12.87		$11.39		$10.69
Total Return
Total investment return based on net asset value (e)	4.96	%*	(30.01	)%*	5.55	%	13.92	%	7.30	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$64,933		$67,526		$10		$11,111		$9,746		$9,089
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.68	%(f)	.75	%(g)	.76	%	.99	%(g)	1.20	%	1.20	%(f)
Expenses, before waivers and reimbursements	.68	%(f)	.78	%(g)	.85	%	1.07	%(g)	1.54	%	2.87	%(f)
Net investment income	3.20	%(f)	3.08	%(c)(g)	2.33	%(c)	2.08	%(c)(g)	1.64	%(c)	1.36	%(c)(f)
Portfolio turnover rate	45	%	93	%	77	%	203	%	139	%	44	%

See footnote summary on page 38.

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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, 2009 (unaudited)		Year Ended December 31,								July 1, 2004(a) to December 31, 2004
			2008		2007		2006		2005
Net asset value, beginning of period	$8.58		$12.97		$12.81		$11.34		$10.67		$10.00
Income From Investment Operations
Net investment income (b)	.12		.26	(c)	.27	(c)	.22	(c)	.15	(c)	.06	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.28		(4.02	)	.41		1.33		.60		.61
Contributions from Adviser	–0	–	.00	(d)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.40		(3.76	)	.68		1.55		.75		.67
Less: Dividends and Distributions
Dividends from net investment income	(.08	)	(.35	)	(.30	)	(.08	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.28	)	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.08	)	(.63	)	(.52	)	(.08	)	(.08	)	–0	–
Net asset value, end of period	$8.90		$8.58		$12.97		$12.81		$11.34		$10.67
Total Return
Total investment return based on net asset value (e)	4.69	%*	(30.20	)%*	5.26	%	13.75	%	7.01	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$348,138		$285,962		$211,440		$124,992		$64,325		$17,866
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.93	%(f)	1.00	%(g)	1.01	%	1.23	%(g)	1.45	%	1.45	%(f)
Expenses, before waivers and reimbursements	.93	%(f)	1.02	%(g)	1.07	%	1.31	%(g)	1.77	%	3.34	%(f)
Net investment income	2.96	%(f)	2.48	%(c)(g)	2.11	%(c)	1.84	%(c)(g)	1.31	%(c)	1.49	%(c)(f)
Portfolio turnover rate	45	%	93	%	77	%	203	%	139	%	44	%

See footnote summary on page 38.

37

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

(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 (i) insurance company’s separate account related expense charges and (ii) 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) Annualized.

(g) 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, 2009 and the year ended December 31, 2008 by 0.05% and 0.10%, respectively.

See notes to financial statements.

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BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE VALUATION	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. Management fees charged to institutional and other clients of the Adviser for like services;

2. Management 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.

INVESTMENT 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 06/30/08 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	256.7	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 $94,000 (0.06% 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 24, 2008 and presented to the Board of Directors on August 5-7, 2008.

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.

39

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE VALUATION
(continued)	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. It should be noted that the expense caps of the Portfolio were reduced to the percentages set forth below effective February 12, 2007. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice. Also set forth below are the Portfolio’s gross expense ratios as of December 31, 2007:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/07)	Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A    0.75% Class B    1.00%	0.85% 1.07%	December 31

I. MANAGEMENT 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 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 category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Balanced Wealth Strategy, a retail mutual fund, which has a substantially 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%

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 ABMF 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 ABMF.

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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 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 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 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
Balanced Wealth Strategy	Alliance Global Balance—Neutral7	0.70%
	Alliance Global Balance—Aggressive7	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.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Balanced Wealth Strategy Portfolio	0.550	0.714	5/14

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

7 This ITM fund is privately placed or institutional.

8 Note 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 would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. As previously noted, the Adviser waived such reimbursements during the most recently completed fiscal year. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

41

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE VALUATION
(continued)	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 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
Balanced Wealth Strategy Portfolio	0.754	0.838	6/14	0.706	18/28

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than 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. 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 research 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 and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, 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 $409,112 in Rule 12b-1 fees from the Portfolio.

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 $270,919 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”). For the fiscal year ended December 31, 2007, the Portfolio paid ABIS a fee of $786.¹³

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.

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

42

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 any 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 its clients. These soft dollar benefits reduce the Adviser’s research expenses 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 Deli¹⁵ 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.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 assets under management (“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 the AllianceBernstein Mutual Funds were generally in line with their peers.

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

With assets under management of approximately $717 billion as of June 30, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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.

43

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

The information prepared by Lipper shows the 1 and 3 year net performance rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended April 30, 2008.¹⁹

Balanced Wealth Strategy	Portfolio Return	PG Median		PU Median		PG Rank	PU Rank
1 year	–1.69	–	1.09	–	0.07	9/13	51/66
3 year	8.95		7.02		7.02	2/12	5/44

Set forth below is the 1, 3 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmark.

	Periods Ending April 30, 2008 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)	Since Inception (%)21
Balanced Wealth Strategy Portfolio	–	1.69	8.95	7.91
60% S&P 500 Stock Index / 40% Lehman Brothers Aggregate Bond Index		0.00	7.02	6.78
S&P 500 Stock Index	–	4.68	8.23	7.45
Lehman Brothers Aggregate Bond Index		6.87	4.93	5.11
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: September 3, 2008

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/PU are not identical to the Portfolio’s EG/EU as the criteria for including in or excluding a fund in/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 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 April 30, 2008.

44

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,084.15	$	5.53	1.07	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.49	$	5.36	1.07	%
Class B
Actual	$	1,000	$	1,083.08	$	6.87	1.33	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.20	$	6.66	1.33	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	2,898,431	3.3	%
Intel Corp.		2,823,430	3.2
Wal-Mart Stores, Inc.		2,675,825	3.0
Hewlett-Packard Co.		2,548,195	2.9
Apple, Inc.		2,478,282	2.8
Microsoft Corp.		2,442,367	2.8
QUALCOMM, Inc.		2,434,472	2.7
Schlumberger Ltd.		2,233,931	2.5
Occidental Petroleum Corp.		2,033,529	2.3
PepsiCo, Inc.		2,008,788	2.3
	$	24,577,250	27.8	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	28,960,657	32.9	%
Health Care		14,556,142	16.5
Consumer Staples		12,173,247	13.8
Consumer Discretionary		9,986,465	11.4
Industrials		9,439,192	10.7
Energy		7,799,006	8.9
Financials		3,505,186	4.0
Telecommunication Services		907,190	1.0
Materials		701,770	0.8
Total Investments	$	88,028,855	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

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.7%
INFORMATION TECHNOLOGY–32.8%
COMMUNICATIONS EQUIPMENT–4.3%
Cisco Systems, Inc.(a)	72,640	$	1,354,010
QUALCOMM, Inc.	53,860		2,434,472
			3,788,482
COMPUTERS & PERIPHERALS–7.5%
Apple, Inc.(a)	17,400		2,478,282
EMC Corp.(a)	77,900		1,020,490
Hewlett-Packard Co.	65,930		2,548,195
NetApp, Inc.(a)	30,900		609,348
			6,656,315
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.6%
Corning, Inc.	87,440		1,404,286
INTERNET SOFTWARE & SERVICES–3.3%
Google, Inc.–Class A(a)	6,875		2,898,431
IT SERVICES–1.0%
Visa, Inc.–Class A	13,640		849,226
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.3%
Altera Corp.	61,400		999,592
Analog Devices, Inc.	41,900		1,038,282
Intel Corp.	170,600		2,823,430
Marvell Technology Group Ltd.(a)	95,020		1,106,033
Nvidia Corp.(a)	46,900		529,501
			6,496,838
SOFTWARE–7.8%
Activision Blizzard, Inc.(a)	54,900		693,387
Adobe Systems, Inc.(a)	39,860		1,128,038
Microsoft Corp.	102,750		2,442,367
Red Hat, Inc.(a)	61,190		1,231,755
Salesforce.com, Inc.(a)	10,450		398,876
Symantec Corp.(a)	62,510		972,656
			6,867,079
			28,960,657
HEALTH CARE–16.5%
BIOTECHNOLOGY–5.4%
Amgen, Inc.(a)	28,000		1,482,320
Celgene Corp.(a)	27,320		1,306,989
Gilead Sciences, Inc.(a)	33,800		1,583,192
Vertex Pharmaceuticals, Inc.(a)	10,200		363,528
			4,736,029
HEALTH CARE EQUIPMENT & SUPPLIES–3.8%
Alcon, Inc.	3,380		392,486
Baxter International, Inc.	31,500		1,668,240

Company	Shares	U.S. $ Value
Covidien PLC	13,940	$	521,913
St. Jude Medical, Inc.(a)	18,200		748,020
			3,330,659
HEALTH CARE PROVIDERS & SERVICES–1.7%
Medco Health Solutions, Inc.(a)	33,540		1,529,759
PHARMACEUTICALS–5.6%
Abbott Laboratories	23,800		1,119,552
Bristol-Myers Squibb Co.	60,350		1,225,709
Schering-Plough Corp.	48,300		1,213,296
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	22,050		1,087,947
Wyeth	6,900		313,191
			4,959,695
			14,556,142
CONSUMER STAPLES–13.8%
BEVERAGES–4.5%
The Coca-Cola Co.	41,630		1,997,824
PepsiCo, Inc.	36,550		2,008,788
			4,006,612
FOOD & STAPLES RETAILING–5.7%
Costco Wholesale Corp.	17,700		808,890
CVS Caremark Corp.	47,200		1,504,264
Wal-Mart Stores, Inc.	55,240		2,675,825
			4,988,979
FOOD PRODUCTS–0.4%
General Mills, Inc.	5,620		314,832
HOUSEHOLD PRODUCTS–1.1%
Procter & Gamble Co.	18,900		965,790
TOBACCO–2.1%
Philip Morris International, Inc.	43,490		1,897,034
			12,173,247
CONSUMER DISCRETIONARY–11.3%
DIVERSIFIED CONSUMER SERVICES–1.9%
Apollo Group, Inc.–Class A(a)	15,400		1,095,248
DeVry, Inc.	11,200		560,448
			1,655,696
INTERNET & CATALOG RETAIL–0.9%
Amazon.Com, Inc.(a)	9,100		761,306
MEDIA–3.9%
Discovery Communications, Inc.–Class A(a)	26,100		588,555
Liberty Media Corp.–Entertainment Series A(a)	45,670		1,221,672
Time Warner Cable, Inc.–Class A	22,500		712,575
Time Warner, Inc.	21,410		539,318
The Walt Disney Co.	18,120		422,740
			3,484,860

3

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

Company	Shares	U.S. $ Value
MULTILINE RETAIL–2.5%
Kohl’s Corp.(a)	18,820	$	804,555
Target Corp.	34,690		1,369,214
			2,173,769
SPECIALTY RETAIL–1.2%
O’Reilly Automotive, Inc.(a)	11,300		430,304
Ross Stores, Inc.	17,550		677,430
			1,107,734
TEXTILES, APPAREL & LUXURY GOODS–0.9%
Polo Ralph Lauren Corp.–Class A	15,000		803,100
			9,986,465
INDUSTRIALS–10.7%
AEROSPACE & DEFENSE–3.4%
Lockheed Martin Corp.	19,710		1,589,612
United Technologies Corp.	27,670		1,437,733
			3,027,345
CONSTRUCTION & ENGINEERING–1.1%
Fluor Corp.	19,100		979,639
ELECTRICAL EQUIPMENT–0.5%
Ametek, Inc.	12,710		439,512
MACHINERY–3.5%
Danaher Corp.	19,020		1,174,295
Illinois Tool Works, Inc.	33,100		1,235,954
PACCAR, Inc.	19,400		630,694
			3,040,943
ROAD & RAIL–1.5%
Union Pacific Corp.	25,490		1,327,009
TRADING COMPANIES & DISTRIBUTORS–0.7%
WW Grainger, Inc.	7,630		624,744
			9,439,192
ENERGY–8.8%
ENERGY EQUIPMENT & SERVICES–3.6%
Cameron International Corp.(a)	12,030		340,449
National Oilwell Varco, Inc.(a)	19,260		629,032
Schlumberger Ltd.	41,285		2,233,931
			3,203,412

Company	Shares	U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–5.2%
EOG Resources, Inc.	6,660	$	452,347
Exxon Mobil Corp.	18,000		1,258,380
Occidental Petroleum Corp.	30,900		2,033,529
Petroleo Brasileiro SA (ADR)	18,820		771,244
XTO Energy, Inc.	2,100		80,094
			4,595,594
			7,799,006
FINANCIALS–4.0%
CAPITAL MARKETS–1.4%
The Blackstone Group LP	29,000		305,660
Franklin Resources, Inc.	2,980		214,590
The Goldman Sachs Group, Inc.	3,100		457,064
Morgan Stanley	8,600		245,186
			1,222,500
DIVERSIFIED FINANCIAL SERVICES–1.7%
CME Group, Inc.–Class A	1,300		404,443
IntercontinentalExchange, Inc.(a)	4,870		556,349
JP Morgan Chase & Co.	15,600		532,116
			1,492,908
INSURANCE–0.9%
Aflac, Inc.	10,900		338,881
Axis Capital Holdings Ltd.	11,250		294,525
Principal Financial Group, Inc.	8,300		156,372
			789,778
			3,505,186
TELECOMMUNICATION SERVICES–1.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.0%
Qwest Communications International, Inc.	218,600		907,190
MATERIALS–0.8%
CHEMICALS–0.8%
Monsanto Co.	9,440		701,770
TOTAL INVESTMENTS–99.7% (cost $82,098,734)			88,028,855
Other assets less liabilities–0.3%			301,208
NET ASSETS–100.0%		$	88,330,063

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

LP— Limited Partnership

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $82,098,734)	$	88,028,855
Cash		124,037
Receivable for investment securities sold		3,494,640
Dividends receivable		93,533
Receivable for capital stock sold		83,970
Total assets		91,825,035
LIABILITIES
Payable for investment securities purchased		3,306,211
Advisory fee payable		54,687
Administrative fee payable		26,840
Distribution fee payable		11,265
Payable for capital stock redeemed		4,799
Transfer Agent fee payable		209
Accrued expenses		90,961
Total liabilities		3,494,972
NET ASSETS	$	88,330,063
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,274
Additional paid-in capital		156,196,531
Undistributed net investment income		14,355
Accumulated net realized loss on investment transactions		(73,817,218	)
Net unrealized appreciation of investments		5,930,121
	$	88,330,063

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	33,688,636	2,355,724	$	14.30
B	$	54,641,427	3,918,133	$	13.95

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $19,796)	$	525,247
EXPENSES
Advisory fee (see Note B)		311,810
Distribution fee—Class B		63,895
Transfer agency—Class A		546
Transfer agency—Class B		873
Administrative		45,840
Custodian		42,756
Audit		22,800
Legal		14,230
Printing		4,732
Directors’ fees		1,250
Miscellaneous		2,160
Total expenses		510,892
Net investment income		14,355
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(7,359,198	)
Net change in unrealized appreciation/depreciation of investments		13,994,531
Net gain on investment transactions		6,635,333
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,649,688

See notes to financial statements.

6

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

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	14,355		$	(520,258	)
Net realized loss on investment transactions		(7,359,198	)		(17,774,738	)
Net change in unrealized appreciation/depreciation of investments		13,994,531			(55,558,865	)
Net increase (decrease) in net assets from operations		6,649,688			(73,853,861	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(5,559,351	)		(36,261,841	)
Total increase (decrease)		1,090,337			(110,115,702	)
NET ASSETS
Beginning of period		87,239,726			197,355,428
End of period (including undistributed net investment income of $14,355 and $0, respectively)	$	88,330,063		$	87,239,726

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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. 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

8

AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

88,028,855

$

–0

–

$

–0

–

$

88,028,855

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

88,028,855

$

–0

–

$

–0

–

$

88,028,855

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

9

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

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $110,593, of which $2,768 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 $576 for the six months ended June 30, 2009.

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

10

AllianceBernstein Variable Products Series Fund

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	114,620,061		$	120,168,987
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	$	6,670,438
Gross unrealized depreciation		(740,317	)
Net unrealized appreciation	$	5,930,121

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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.

11

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	48,462		93,542		$	626,281		$	1,743,430
Shares redeemed	(270,278	)	(826,834	)		(3,477,347	)		(14,986,519	)
Net decrease	(221,816	)	(733,292	)	$	(2,851,066	)	$	(13,243,089	)
Class B
Shares sold	187,932		172,900		$	2,399,290		$	2,923,873
Shares redeemed	(405,032	)	(1,457,854	)		(5,107,575	)		(25,942,625	)
Net decrease	(217,100	)	(1,284,954	)	$	(2,708,285	)	$	(23,018,752	)

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

12

AllianceBernstein Variable Products Series Fund

Derivative Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(65,084,542	)(a)
Unrealized appreciation/(depreciation)		(9,437,887	)(b)
Total accumulated earnings/(deficit)	$	(74,522,429	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward of $52,498,835 of which $33,056,736 expires in the year 2010, $14,915,472 expires in the year 2011 and $4,526,627 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital loss 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, 2008, the Portfolio defers to January 1, 2009 post October capital losses of $12,585,707.

(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”).

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

13

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 Fund.

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$13.19		$22.91		$20.27		$20.49		$18.30		$15.95
Income From Investment Operations
Net investment income (loss) (a)	.01		(.04	)	(.05	)	(.04	)	(.08	)	(.07	)
Net realized and unrealized gain (loss) on investment transactions	1.10		(9.68	)	2.69		(.18	)	2.27		2.42
Net increase (decrease) in net asset value from operations	1.11		(9.72	)	2.64		(.22	)	2.19		2.35
Net asset value, end of period	$14.30		$13.19		$22.91		$20.27		$20.49		$18.30
Total Return
Total investment return based on net asset value (b)	8.42	%*	(42.43	)%*	13.02	%	(1.07	)%	11.97	%	14.73	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$33,689		$33,992		$75,834		$93,459		$123,535		$137,345
Ratio to average net assets of:
Expenses	1.07	%(c)	.94	%	.90	%	.90	%(d)	.88	%	.88	%
Net investment income (loss)	.18	%(c)	(.22	)%	(.23	)%	(.22	)%(d)	(.43	)%	(.43	)%
Portfolio turnover rate	138	%	103	%	60	%	55	%	49	%	56	%

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$12.88		$22.42		$19.90		$20.15		$18.05		$15.76
Income From Investment Operations
Net investment loss (a)	(.00	)(e)	(.08	)	(.10	)	(.09	)	(.12	)	(.11	)
Net realized and unrealized gain (loss) on investment transactions	1.07		(9.46	)	2.62		(.16	)	2.22		2.40
Net increase (decrease) in net asset value from operations	1.07		(9.54	)	2.52		(.25	)	2.10		2.29
Net asset value, end of period	$13.95		$12.88		$22.42		$19.90		$20.15		$18.05
Total Return
Total investment return based on net asset value (b)	8.31	%*	(42.55	)%*	12.66	%	(1.24	)%	11.64	%	14.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$54,641		$53,248		$121,521		$131,337		$167,595		$152,899
Ratio to average net assets of:
Expenses	1.33	%(c)	1.19	%	1.15	%	1.15	%(d)	1.13	%	1.13	%
Net investment loss	(.06	)%(c)	(.47	)%	(.49	)%	(.47	)%(d)	(.68	)%	(.68	)%
Portfolio turnover rate	138	%	103	%	60	%	55	%	49	%	56	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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 less than $0.005.

* 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, 2009 and the year ended December 31, 2008 by 0.25% and 0.03%, respectively.

See notes to financial statements.

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

17

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

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 3000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2009 and (in the case of comparisons with the Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, 5th quintile of the Performance Group and the Performance Universe for the 3-year period, 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 5-year period and 2nd out of 2 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-, 3-and 5-year periods but outperformed the Index in the 10-year and since inception periods. Based on their review and their discussion with the Adviser concerning the Portfolio’s performance and of the improvement in the Portfolio’s relative performance ranking in the 1-year period, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s relative performance over time was acceptable. The directors also reviewed performance information for periods ended March 31, 2009 (for which the data was not limited to Class A Shares), and noted that in 2009 the Portfolio had outperformed the Lipper VA Multi-Cap Growth Funds Average and the Index. The directors also noted that at their February 2009 meetings they had approved a broadening of the number of stocks in the Portfolio’s portfolio, and that the Adviser expected that the Portfolio’s more diversified investment approach would result in improved risk-adjusted performance. The directors determined 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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.

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. 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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 7 basis points in the Portfolio’s latest fiscal year, 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 in light of the Portfolio’s historical investment performance, they had asked the Adviser to address the continued appropriateness of the Portfolio’s fee rate. In response the Adviser informed the directors that the Adviser had begun to implement changes and enhancements to address investment performance and discussed the new leadership for the Adviser effective December 2008. The Adviser further noted, among other things, that while it would take time to realize the benefits of these changes, relative investment performance in 2009 had shown improvement. The directors noted that they had discussed their concerns about the relative performance of a number of the AllianceBernstein equity funds with senior management of the Adviser. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the Portfolio’s fixed costs had resulted in an increase in the Portfolio’s expense ratio. The directors noted that the Portfolio’s relatively modest size (less than $80 million at February 29, 2009) 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 generally. 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.

19

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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	76.0	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 $91,500 (0.07% 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    0.94% Class B    1.19%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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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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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Effective Adv. Fee (%)
Growth Portfolio	$76.0	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	0.564	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 Effective 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.

21

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 Exp. Group Median	Rank
Growth Portfolio	0.750	0.751	3/8

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 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. It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year end. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹¹

Portfolio	Expense Ratio (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Growth Portfolio	0.939	0.912	6/8	0.873	30/39

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

22

AllianceBernstein Variable Products Series Fund

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 2008, relative to 2007.

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, 2008, ABI received $214,608 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, 2008, the Adviser determined that it made payments in the amount of $491,529 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 $969 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.

13 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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,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 Deli¹⁵ 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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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, 2009.²⁰

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–36.91	–38.50	–38.74	2/8	15/50
3 year	–15.64	–14.19	–13.59	7/8	39/48
5 year	–5.44	–3.15	–3.75	7/7	31/39
10 year	–4.56	–3.96	–3.31	2/2	18/23

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 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 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.

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)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, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Growth Portfolio	–36.91	–15.64	–5.44	–4.56	5.02	19.50	–0.31	10
Russell 3000 Growth Index22,23,24	–36.51	–11.38	–4.75	–5.04	4.33	18.94	–0.35	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 1, 2009

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, 2009. It should be noted that the inception date of the Portfolio’s benchmark is the nearest month-end after the Portfolio’s 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 Effective May 1, 2009, the Portfolio’s benchmark will change from Russell 3000 Index to Russell 1000 Index.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,036.27	$	3.33	0.66	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.52	$	3.31	0.66	%
Class B
Actual	$	1,000	$	1,034.07	$	4.59	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56	0.91	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	46,692,889	4.8	%
Raytheon Co.		35,304,522	3.7
Total SA (Sponsored ADR)		34,596,029	3.6
Philip Morris International, Inc.		34,595,022	3.6
Axis Capital Holdings Ltd.		31,135,350	3.2
L-3 Communications Holdings, Inc.—Class 3		30,059,579	3.1
SAIC, Inc.		29,503,775	3.1
Amgen, Inc.		27,189,984	2.8
Lorillard, Inc.		26,813,878	2.8
Occidental Petroleum Corp.		25,971,258	2.6
	$	321,862,286	33.3	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Health Care	$	185,660,401	19.2	%
Energy		159,091,059	16.5
Industrials		124,355,411	12.9
Information Technology		117,683,934	12.2
Financials		109,331,832	11.3
Consumer Staples		108,475,011	11.2
Consumer Discretionary		95,440,504	9.9
Telecommunication Services		37,525,356	3.9
Utilities		15,996,838	1.6
Materials		13,140,801	1.3
Total Investments	$	966,701,147	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

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–100.0%
HEALTH CARE–19.2%
BIOTECHNOLOGY–4.6%
Amgen, Inc.(a)	513,600	$	27,189,984
Biogen Idec, Inc.(a)	385,000		17,382,750
			44,572,734
HEALTH CARE PROVIDERS & SERVICES–6.9%
Aetna, Inc.	536,000		13,426,800
AmerisourceBergen Corp.–Class A	199,300		3,535,582
Humana, Inc.(a)	130,100		4,197,026
Medco Health Solutions, Inc.(a)	418,094		19,069,267
Quest Diagnostics, Inc.	173,800		9,807,534
UnitedHealth Group, Inc.	652,300		16,294,454
			66,330,663
PHARMACEUTICALS–7.7%
Abbott Laboratories	361,100		16,986,144
Eli Lilly & Co.	509,100		17,635,224
Endo Pharmaceuticals Holdings, Inc.(a)	228,575		4,096,064
Forest Laboratories, Inc.(a)	407,320		10,227,805
Merck & Co., Inc.	256,210		7,163,632
Novartis AG (Sponsored ADR)	84,100		3,430,439
Schering-Plough Corp.	605,800		15,217,696
			74,757,004
			185,660,401
ENERGY–16.4%
ENERGY EQUIPMENT & SERVICES–1.4%
Cameron International Corp.(a)	240,655		6,810,537
Noble Corp.	231,540		7,004,085
			13,814,622
OIL, GAS & CONSUMABLE FUELS–15.0%
Chevron Corp.	390,200		25,850,750
ConocoPhillips	160,820		6,764,089
Exxon Mobil Corp.	667,900		46,692,889
Occidental Petroleum Corp.	394,640		25,971,258
Total SA (Sponsored ADR)	637,950		34,596,029
Valero Energy Corp.	319,800		5,401,422
			145,276,437
			159,091,059
INDUSTRIALS–12.9%
AEROSPACE & DEFENSE–9.4%
Goodrich Corp.	310,400		15,510,688
Honeywell International, Inc.	202,570		6,360,698
L-3 Communications Holdings, Inc.–Class 3	433,260		30,059,579
Raytheon Co.	794,610		35,304,522
United Technologies Corp.	65,900		3,424,164
			90,659,651

Company	Shares	U.S. $ Value
CONSTRUCTION & ENGINEERING–1.8%
Fluor Corp.	287,080	$	14,724,333
URS Corp.(a)	57,300		2,837,496
			17,561,829
ELECTRICAL EQUIPMENT–0.4%
Hubbell, Inc.–Class B	113,520		3,639,451
MACHINERY–1.0%
Dover Corp.	103,800		3,434,742
Joy Global, Inc.	181,940		6,498,897
			9,933,639
TRADING COMPANIES & DISTRIBUTORS–0.3%
WESCO International, Inc.(a)	102,270		2,560,841
			124,355,411
INFORMATION TECHNOLOGY–12.2%
COMMUNICATIONS EQUIPMENT–1.3%
Cisco Systems, Inc.(a)	456,000		8,499,840
F5 Networks, Inc.(a)	104,660		3,620,189
			12,120,029
COMPUTERS & PERIPHERALS–0.7%
EMC Corp.(a)	268,100		3,512,110
NetApp, Inc.(a)	186,600		3,679,752
			7,191,862
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
Dolby Laboratories, Inc.– Class A(a)	100,590		3,749,995
INTERNET SOFTWARE & SERVICES–1.4%
Ebay, Inc.(a)	339,100		5,808,783
VeriSign, Inc.(a)	409,100		7,560,168
			13,368,951
IT SERVICES–5.7%
Accenture Ltd.–Class A	520,925		17,430,151
Alliance Data Systems Corp.(a)	194,100		7,994,979
SAIC, Inc.(a)	1,590,500		29,503,775
			54,928,905
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	400,800		3,771,528

3

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
SOFTWARE–2.3%
Symantec Corp.(a)	1,449,400	$	22,552,664
			117,683,934
FINANCIALS–11.3%
CAPITAL MARKETS–1.6%
BlackRock, Inc.–Class A	44,050		7,727,251
Morgan Stanley	131,800		3,757,618
TD Ameritrade Holding Corp.(a)	228,460		4,007,188
			15,492,057
INSURANCE–9.7%
ACE Ltd.	416,490		18,421,353
Arch Capital Group Ltd.(a)	422,777		24,766,277
Axis Capital Holdings Ltd.	1,189,280		31,135,350
Loews Corp.	265,270		7,268,398
RenaissanceRe Holdings Ltd.	263,180		12,248,397
			93,839,775
			109,331,832
CONSUMER STAPLES–11.2%
FOOD & STAPLES RETAILING–3.3%
Safeway, Inc.	345,070		7,029,076
Wal-Mart Stores, Inc.	511,300		24,767,372
			31,796,448
FOOD PRODUCTS–1.2%
ConAgra Foods, Inc.	603,355		11,499,946
HOUSEHOLD PRODUCTS–0.4%
Kimberly-Clark Corp.	71,900		3,769,717
TOBACCO–6.3%
Lorillard, Inc.	395,660		26,813,878
Philip Morris International, Inc.	793,100		34,595,022
			61,408,900
			108,475,011
CONSUMER DISCRETIONARY–9.9%
AUTO COMPONENTS–0.3%
WABCO Holdings, Inc.	151,490		2,681,373
DIVERSIFIED CONSUMER SERVICES–1.9%
Apollo Group, Inc.–Class A(a)	260,965		18,559,831

Company	Shares	U.S. $ Value
MEDIA–4.2%
Comcast Corp.–Class A	1,270,360	$	18,407,516
The DIRECTV Group, Inc.(a)	301,000		7,437,710
DISH Network Corp.– Class A(a)	229,080		3,713,387
Time Warner Cable, Inc.–Class A	116,394		3,686,198
Time Warner, Inc.	291,566		7,344,548
			40,589,359
SPECIALTY RETAIL–3.5%
Advance Auto Parts, Inc.	222,780		9,243,142
Home Depot, Inc.	639,300		15,106,659
Ross Stores, Inc.	239,900		9,260,140
			33,609,941
			95,440,504
TELECOMMUNICATION SERVICES–3.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.9%
CenturyTel, Inc.	148,820		4,568,774
Qwest Communications International, Inc.	5,844,900		24,256,335
Verizon Communications, Inc.	283,119		8,700,247
			37,525,356
UTILITIES–1.6%
MULTI-UTILITIES–1.6%
NSTAR	222,800		7,154,108
Public Service Enterprise Group, Inc.	271,000		8,842,730
			15,996,838
MATERIALS–1.4%
CHEMICALS–1.4%
CF Industries Holdings, Inc.	98,500		7,302,790
FMC Corp.	50,970		2,410,881
Terra Industries, Inc.	141,500		3,427,130
			13,140,801
TOTAL INVESTMENTS–100.0% (cost $955,805,929)			966,701,147
Other assets less liabilities–0.0%			467,309
NET ASSETS–100.0%		$	967,168,456

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $955,805,929)	$	966,701,147
Cash		10,033,542
Receivable for investment securities sold		6,533,136
Dividends receivable		1,151,640
Receivable for capital stock sold		250,071
Total assets		984,669,536
LIABILITIES
Payable for capital stock redeemed		11,548,103
Payable for investment securities purchased		4,818,924
Advisory fee payable		447,136
Distribution fee payable		160,190
Administrative fee payable		26,840
Transfer Agent fee payable		125
Accrued expenses		499,762
Total liabilities		17,501,080
NET ASSETS	$	967,168,456
COMPOSITION OF NET ASSETS
Capital stock, at par	$	73,581
Additional paid-in capital		1,484,605,129
Undistributed net investment income		6,310,174
Accumulated net realized loss on investment transactions		(534,715,646	)
Net unrealized appreciation of investments		10,895,218
	$	967,168,456

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	196,208,530	14,826,827	$	13.23
B	$	770,959,926	58,754,307	$	13.12

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $256,180)	$	10,560,730
Interest		53
Total investment income		10,560,783
EXPENSES
Advisory fee (see Note B)		2,586,713
Distribution fee—Class B		930,861
Transfer agency—Class A		983
Transfer agency—Class B		3,717
Printing		296,420
Custodian		112,759
Administrative		45,840
Audit		23,012
Legal		19,735
Directors’ fees		1,247
Miscellaneous		10,675
Total expenses		4,031,962
Net investment income		6,528,821
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(152,595,396	)
Net change in unrealized appreciation/depreciation of investments		173,570,873
Net gain on investment transactions		20,975,477
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	27,504,298

See notes to financial statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	6,528,821		$	22,390,737
Net realized loss on investment transactions		(152,595,396	)		(378,196,121	)
Net change in unrealized appreciation/depreciation of investments		173,570,873			(448,327,173	)
Contributions from Adviser		–0	–		11,869
Net increase (decrease) in net assets from operations		27,504,298			(804,120,688	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(5,398,932	)		(6,963,791	)
Class B		(17,210,452	)		(22,799,055	)
Net realized gain on investment transactions
Class A		–0	–		(59,285,910	)
Class B		–0	–		(235,239,159	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(69,640,232	)		(54,046,163	)
Total decrease		(64,745,318	)		(1,182,454,766	)
NET ASSETS
Beginning of period		1,031,913,774			2,214,368,540
End of period (including undistributed net investment income of $6,310,174 and $22,390,737, respectively)	$	967,168,456		$	1,031,913,774

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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. 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

8

AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

966,701,147

$

–0

–

$

–0

–

$

966,701,147

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

966,701,147

$

–0

–

$

–0

–

$

966,701,147

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

9

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2008 and in response to the Independent Directors’ request, the Adviser made a payment of $11,869 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.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009 amounted to $1,308,421, of which $179,879 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 $576 for the six months ended June 30, 2009.

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

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AllianceBernstein Variable Products Series Fund

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	629,481,590		$	703,375,572
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	$	68,502,992
Gross unrealized depreciation		(57,607,774	)
Net unrealized appreciation	$	10,895,218

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes, as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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”.

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GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	1,415,742		1,422,289		$	17,376,958		$	26,884,551
Shares issued in reinvestment of dividends and distributions	401,109		3,373,203			5,398,932			66,249,701
Shares redeemed	(3,161,625	)	(5,634,317	)		(40,167,395	)		(106,311,617	)
Net decrease	(1,344,774	)	(838,825	)	$	(17,391,505	)	$	(13,177,365	)
Class B
Shares sold	1,357,929		1,933,193		$	17,223,401		$	34,213,413
Shares issued in reinvestment of dividends and distributions	1,289,172		13,259,929			17,210,452			258,038,214
Shares redeemed	(7,121,670	)	(18,180,823	)		(86,682,580	)		(333,120,425	)
Net decrease	(4,474,569	)	(2,987,701	)	$	(52,248,727	)	$	(40,868,798	)

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

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AllianceBernstein Variable Products Series Fund

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	69,586,813	$	38,271,652
Net long-term capital gains		254,701,102		112,866,696
Total taxable distributions		324,287,915		151,138,348
Total distributions paid	$	324,287,915	$	151,138,348

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	22,390,737
Accumulated capital and other losses		(333,984,780	)(a)
Unrealized appreciation/(depreciation)		(210,811,125	)(b)
Total accumulated earnings/(deficit)	$	(522,405,168	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $242,328,682 of which $242,328,682 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and 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, 2008, the Portfolio defers post-October capital losses of $91,656,098 to January 1, 2009.

(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

13

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(“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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$13.10		$26.82		$27.19		$24.88		$24.08		$21.80
Income From Investment Operations
Net investment income (a)	.10		.30		.39		.36		.31		.36	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.38		(9.77	)	.97		3.66		.85		2.12
Contributions from Adviser	–0	–	.00	(c)	.06		–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.48		(9.47	)	1.42		4.02		1.16		2.48
Less: Dividends and Distributions
Dividends from net investment income	(.35	)	(.45	)	(.41	)	(.37	)	(.36	)	(.20	)
Distributions from net realized gain on investment transactions	–0	–	(3.80	)	(1.38	)	(1.34	)	–0	–	–0	–
Total dividends and distributions	(.35	)	(4.25	)	(1.79	)	(1.71	)	(.36	)	(.20	)
Net asset value, end of period	$13.23		$13.10		$26.82		$27.19		$24.88		$24.08
Total Return
Total investment return based on net asset value (d)	3.63	%*	(40.60	)%*	5.12	%**	17.29	%	4.86	%	11.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$196,208		$211,920		$456,159		$529,732		$571,372		$627,689
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.66	%(e)	.62	%	.59	%	.61	%(f)	.59	%	.60	%
Expenses, before waivers and reimbursements	.66	%(e)	.62	%	.59	%	.61	%(f)	.59	%	.65	%
Net investment income	1.58	%(e)	1.61	%	1.43	%	1.42	%(f)	1.29	%	1.62	%(b)
Portfolio turnover rate	67	%	184	%	74	%	60	%	72	%	50	%

See footnote summary on page 16.

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GROWTH & 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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$12.97		$26.55		$26.93		$24.65		$23.87		$21.62
Income From Investment Operations
Net investment income (a)	.08		.25		.32		.29		.25		.31	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.37		(9.66	)	.96		3.63		.83		2.10
Contributions from Adviser	–0	–	.00	(c)	.06		–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.45		(9.41	)	1.34		3.92		1.08		2.41
Less: Dividends and Distributions
Dividends from net investment income	(.30	)	(.37	)	(.34	)	(.30	)	(.30	)	(.16	)
Distributions from net realized gain on investment transactions	–0	–	(3.80	)	(1.38	)	(1.34	)	–0	–	–0	–
Total dividends and distributions	(.30	)	(4.17	)	(1.72	)	(1.64	)	(.30	)	(.16	)
Net asset value, end of period	$13.12		$12.97		$26.55		$26.93		$24.65		$23.87
Total Return
Total investment return based on net asset value (d)	3.41	%*	(40.69	)%*	4.86	%**	16.98	%	4.60	%	11.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$770,960		$819,994		$1,758,210		$2,013,964		$2,073,693		$2,044,741
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.91	%(e)	.87	%	.84	%	.86	%(f)	.85	%	.85	%
Expenses, before waivers and reimbursements	.91	%(e)	.87	%	.84	%	.86	%(f)	.85	%	.90	%
Net investment income	1.34	%(e)	1.36	%	1.18	%	1.17	%(f)	1.05	%	1.39	%(b)
Portfolio turnover rate	67	%	184	%	74	%	60	%	72	%	50	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009 and the year ended December 31, 2008 by 0.40% and 0.46%, respectively.

** Includes the impact of proceeds received and credited to the Portfolio in connection with an error made by the Adviser in processing a class action settlement claim, which enhanced the performance of each share class for the year ended December 31, 2007 by 0.19%.

See notes to financial statements.

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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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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.

17

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2009 and (in the case of comparisons with 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 the Performance Universe for the 1- and 3-year periods, 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period and 3rd quintile 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-, 3- and 10-year periods but underperformed the Index in the 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 an investment style similar to that of 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

18

AllianceBernstein Variable Products Series Fund

described an Expense Group as a representative sample of funds similar 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 directors noted that because of the small number of funds in the Portfolio’s Lipper category, at the request of the Adviser and the Fund’s Senior Officer, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines and not at the request of the Adviser or the Fund’s Senior Officer. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was 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.

19

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, NET ASSETS, EXPENSE CAPS & 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 02/28/09 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	839.6	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 $91,500 (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
Growth & Income Portfolio	Class A    0.62% Class B    0.87%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	$	839.6	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	0.284	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

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

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

AllianceBernstein Growth & Income Fund, Inc.⁵ and what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein retail mutual fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective 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

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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Effective Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	Client No. 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter	0.300	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

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 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.

22

AllianceBernstein Variable Products Series Fund

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 Senior Officer and the Adviser, 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 Exp. Group Median	Rank
Growth & Income Portfolio10	0.550	0.563	6/12

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.¹¹ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹²

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹³

Portfolio	Expense Ratio (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Growth & Income Portfolio15	0.618	0.600	9/12	0.789	20/115

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 2008, relative to 2007.

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, five other variable insurance product (“VIP”) Large-Cap Value funds (“LCVE”) and six VIP Large-Cap Core funds (“LCCE”).

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP LCVE and LCCE funds, excluding outliers.

23

GROWTH & INCOME 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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $3,154,150 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, 2008, the Adviser determined that it made payments in the amount of $119,023 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 $969 from the Portfolio.¹⁶

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,¹⁷ 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 Deli¹⁸ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two

16 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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

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

24

AllianceBernstein Variable Products Series Fund

dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ 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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended January 31, 2009.²²

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–39.29	–40.52	–40.87	2/6	21/59
3 year	–11.77	–13.21	–12.54	2/6	20/56
5 year	–4.25	–4.39	–4.21	2/5	26/48
10 year	0.65	0.65	–0.35	3/5	7/25

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Growth & Income Portfolio	–39.29	–11.77	–4.25	0.65	7.23	16.43	–0.08	10
Russell 1000 Value Index	–41.78	–13.09	–3.52	0.05	8.76	14.94	–0.15	10
Inception Date: January 14, 1991

19 The two dimensional analysis 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.

20 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

21 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 PG/PU is somewhat different from that of an EG/EU.

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

24 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009.

25 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

GROWTH & INCOME 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 1, 2009

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2009

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 THEMATIC GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	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 Thematic Growth Portfolio	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,216.51	$	5.55	1.01	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.79	$	5.06	1.01	%
Class B
Actual	$	1,000	$	1,214.62	$	6.92	1.26	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.55	$	6.31	1.26	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Impala Platinum Holdings Ltd.	$	3,342,035	2.1	%
Petroleo Brasileiro SA (ADR)		3,143,166	2.0
Occidental Petroleum Corp.		3,033,841	1.9
Toyota Motor Corp. (Sponsored ADR)		2,817,269	1.8
China Unicom Hong Kong Ltd. (ADR)		2,752,042	1.7
Illumina, Inc.		2,690,754	1.7
Shaw Group, Inc.		2,683,439	1.7
Itau Unibanco Holding SA (ADR)		2,635,695	1.6
Denbury Resources, Inc.		2,555,655	1.6
Juniper Networks, Inc.		2,494,520	1.6
	$	28,148,416	17.7	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	25,960,550	16.6	%
Industrials		23,074,129	14.8
Information Technology		21,196,326	13.6
Energy		20,670,809	13.3
Materials (Common Stocks & Rights)		17,038,861	10.9
Health Care		13,300,292	8.5
Consumer Discretionary		11,884,370	7.6
Consumer Staples		11,078,106	7.1
Telecommunication Services		8,042,243	5.2
Utilities (Common Stocks & Rights)		3,671,980	2.4
Total Investments	$	155,917,666	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

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	63,815,071	40.9	%
China		15,019,932	9.6
Japan		11,712,474	7.5
Brazil		11,688,068	7.5
United Kingdom		8,449,462	5.4
Hong Kong		6,798,275	4.4
Switzerland		5,754,312	3.7
South Africa		5,451,923	3.5
Canada		4,279,822	2.7
Taiwan		3,888,710	2.5
Netherlands		3,266,387	2.1
Singapore		2,250,246	1.5
France		1,852,126	1.2
Other*		11,690,858	7.5
Total Investments	$	155,917,666	100.0	%

* “Other” country weightings represent 1.1% or less in the following countries: Australia, Chile, Germany, Indonesia, Israel, Italy, Panama and South Korea.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.6%
FINANCIALS–16.3%
CAPITAL MARKETS–7.1%
BlackRock, Inc.–Class A	9,700	$	1,701,574
The Charles Schwab Corp.	96,500		1,692,610
Credit Suisse Group AG (Sponsored ADR)	53,600		2,451,128
Man Group PLC	417,721		1,914,787
TD Ameritrade Holding Corp.(a)	94,600		1,659,284
Yuanta Financial Holding Co. Ltd.	2,848,000		1,903,775
			11,323,158
COMMERCIAL BANKS–5.5%
Itau Unibanco Holding SA (ADR)	166,500		2,635,695
Shinhan Financial Group Co. Ltd.(a)	59,290		1,494,739
Standard Chartered PLC	124,465		2,340,315
United Overseas Bank Ltd.	223,000		2,250,246
			8,720,995
DIVERSIFIED FINANCIAL SERVICES–1.2%
Nasdaq QMX Group, Inc. (a)	87,700		1,868,887
INSURANCE–1.1%
China Life Insurance Co. Ltd.–Class H	496,000		1,822,900
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.4%
Ciputra Development Tbk PT(a)	5,869,500		411,611
Sun Hung Kai Properties Ltd.	146,000		1,812,999
			2,224,610
			25,960,550
INDUSTRIALS–14.5%
CONSTRUCTION & ENGINEERING–5.0%
China Railway Construction Corp. Ltd.–Class H(a)	1,246,000		1,912,099
Quanta Services, Inc.(a)	74,300		1,718,559
Shaw Group, Inc.(a)	97,900		2,683,439
URS Corp.(a)	33,000		1,634,160
			7,948,257
ELECTRICAL EQUIPMENT–1.3%
ABB Ltd. (Sponsored ADR)	134,000		2,114,520
INDUSTRIAL CONGLOMERATES–1.0%
Siemens AG	22,282		1,540,859
MACHINERY–4.2%
The Japan Steel Works Ltd.	165,000		2,033,460
NGK Insulators Ltd.	44,000		896,797
PACCAR, Inc.	53,500		1,739,285

Company	Shares	U.S. $ Value
Weg SA	280,900	$	1,992,605
			6,662,147
MARINE–1.5%
China COSCO Holdings Co. Ltd.–Class H	980,000		1,157,297
China Shipping Container Lines Co. Ltd.–Class H (a)	4,528,000		1,206,625
			2,363,922
ROAD & RAIL–1.5%
Canadian National Railway Co.	56,900		2,444,424
			23,074,129
INFORMATION TECHNOLOGY–13.3%
COMMUNICATIONS EQUIPMENT–3.1%
Juniper Networks, Inc.(a)	105,700		2,494,520
QUALCOMM, Inc.	54,800		2,476,960
			4,971,480
COMPUTERS & PERIPHERALS–2.5%
Apple, Inc.(a)	13,900		1,979,777
Toshiba Corp.	559,000		2,025,226
			4,005,003
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
Byd Co. Ltd.–Class H(a)	383,000		1,509,653
Internet Software & Services–2.1%
Equinix, Inc.(a)	22,300		1,622,102
Tencent Holdings Ltd.	146,000		1,693,980
			3,316,082
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.2%
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	210,939		1,984,936
SOFTWARE–3.4%
Activision Blizzard, Inc.(a)	137,000		1,730,310
Red Hat, Inc.(a)	96,100		1,934,493
Salesforce.com, Inc.(a)	45,700		1,744,369
			5,409,172
			21,196,326
ENERGY–13.0%
ENERGY EQUIPMENT & SERVICES–4.1%
National Oilwell Varco, Inc.(a)	49,700		1,623,202
Saipem SpA	68,369		1,670,368
Schlumberger Ltd.	44,200		2,391,662
WorleyParsons Ltd.	39,865		759,762
			6,444,994

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–8.9%
Cameco Corp.	71,543	$	1,835,398
Denbury Resources, Inc.(a)	173,500		2,555,655
EOG Resources, Inc.	28,000		1,901,760
Occidental Petroleum Corp.	46,100		3,033,841
Petroleo Brasileiro SA (ADR)	76,700		3,143,166
Tullow Oil PLC	113,378		1,755,995
			14,225,815
			20,670,809
MATERIALS–10.5%
CHEMICALS–3.5%
Air Products & Chemicals, Inc.	30,900		1,995,831
Monsanto Co.	25,300		1,880,802
Sociedad Quimica y Minera de Chile SA (ADR)	45,500		1,646,645
			5,523,278
METALS & MINING–7.0%
AngloGold Ashanti Ltd. (ADR)	57,600		2,109,888
ArcelorMittal (New York)	57,100		1,888,868
Hitachi Metals Ltd.	204,000		1,736,427
Impala Platinum Holdings Ltd.	151,036		3,342,035
Rio Tinto PLC	61,986		2,146,662
			11,223,880
			16,747,158
HEALTH CARE–8.3%
BIOTECHNOLOGY–2.6%
Alnylam Pharmaceuticals, Inc.(a)	39,200		872,984
Cepheid, Inc.(a)	94,500		890,190
Genomic Health, Inc.(a)	91,100		1,578,763
Gilead Sciences, Inc.(a)	18,800		880,592
			4,222,529
HEALTH CARE PROVIDERS & SERVICES–0.7%
Medco Health Solutions, Inc.(a)	24,000		1,094,640
HEALTH CARE TECHNOLOGY–0.7%
athenahealth, Inc.(a)	30,200		1,117,702
LIFE SCIENCES TOOLS & SERVICES–2.5%
Illumina, Inc.(a)	69,100		2,690,754
Qiagen NV(a)	74,100		1,377,519
			4,068,273
PHARMACEUTICALS–1.8%
Roche Holding AG	8,724		1,188,664
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	32,600		1,608,484
			2,797,148
			13,300,292
CONSUMER DISCRETIONARY–7.5%
AUTO COMPONENTS–1.1%
BorgWarner, Inc.	51,900		1,772,385

Company	Shares	U.S. $ Value
AUTOMOBILES–1.8%
Toyota Motor Corp. (Sponsored ADR)	37,300	$	2,817,269
DIVERSIFIED CONSUMER SERVICES–1.2%
New Oriental Education & Technology Group, Inc. (Sponsored ADR)(a)	27,500		1,852,400
HOTELS, RESTAURANTS & LEISURE–1.1%
Carnival Corp.	69,100		1,780,707
INTERNET & CATALOG RETAIL–1.3%
Amazon.Com, Inc.(a)	25,000		2,091,500
MEDIA–1.0%
The Walt Disney Co.	67,300		1,570,109
			11,884,370
CONSUMER STAPLES–6.9%
BEVERAGES–0.9%
Heckmann Corp.(a)	400,500		1,501,875
FOOD & STAPLES RETAILING–1.4%
Wal-Mart Stores, Inc.	45,000		2,179,800
FOOD PRODUCTS–3.5%
Chaoda Modern Agriculture Holdings Ltd.	3,754,000		2,195,252
Perdigao SA (Sponsored ADR)(a)	42,100		1,607,378
Tingyi Cayman Islands Holding Corp.	1,058,000		1,741,675
			5,544,305
PERSONAL PRODUCTS–1.1%
L’Oreal SA	24,674		1,852,126
			11,078,106
TELECOMMUNICATION SERVICES–5.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.6%
China Unicom Hong Kong Ltd. (ADR)	206,300		2,752,042
Global Village Telecom Holding SA(a)	139,100		2,309,223
Telekomunikasi Indonesia Tbk PT	1,050,500		777,684
			5,838,949
WIRELESS TELECOMMUNICATION SERVICES–1.4%
Softbank Corp.	113,100		2,203,294
			8,042,243
UTILITIES–2.3%
ELECTRIC UTILITIES–1.0%
Exelon Corp.	29,500		1,510,695

5

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

Company	Shares	U.S. $ Value
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–1.3%
China Resources Power Holdings Co.	960,000	$	2,123,303
			3,633,998
Total Common Stocks (cost $142,771,555)			155,587,981
RIGHTS–0.2%
MATERIALS–0.2%
METALS & MINING–0.2%
Rio Tinto PLC(a)	25,402		291,703

Company	Shares	U.S. $ Value
UTILITIES–0.0%
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.0%
China Resources Power Holdings Co. Ltd.(a)	89,200	$	37,982
Total Rights (cost $348,088)			329,685
TOTAL INVESTMENTS–97.8% (cost $143,119,643)			155,917,666
Other assets less liabilities–2.2%			3,547,288
NET ASSETS–100.0%		$	159,464,954

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 7/15/09	5,532	$	4,172,788	$	4,453,068	$	280,280
British Pound settling 7/15/09	2,951		4,440,458		4,854,941		414,483
Canadian Dollar settling 7/15/09	5,022		4,331,924		4,317,859		(14,065	)
Euro settling 7/15/09	9,613		12,948,903		13,485,848		536,945
Japanese Yen settling 7/15/09	538,813		5,448,059		5,593,987		145,928
Norwegian Krone settling 7/15/09	2,744		426,286		426,587		301
Swedish Krona settling 7/15/09	11,641		1,508,273		1,508,888		615
Sale Contracts:
Canadian Dollar settling 7/15/09	1,655		1,459,500		1,422,950		36,550
Japanese Yen settling 7/15/09	150,451		1,554,792		1,561,991		(7,199	)
Swiss Franc settling 7/15/09	643		572,982		591,881		(18,899	)

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $143,119,643)	$	155,917,666
Cash		1,539,127
Foreign currencies, at value (cost $1,022,817)		1,029,859
Unrealized appreciation of forward currency exchange contracts		1,415,102
Receivable for investment securities sold and foreign currency contracts		832,913
Receivable for capital stock sold		122,371
Dividends receivable		119,986
Total assets		160,977,024
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		40,163
Payable for investment securities purchased		1,121,952
Advisory fee payable		99,736
Payable for capital stock redeemed		91,621
Administrative fee payable		27,340
Distribution fee payable		22,890
Transfer Agent fee payable		124
Accrued expenses		108,244
Total liabilities		1,512,070
NET ASSETS	$	159,464,954
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,217
Additional paid-in capital		420,480,207
Undistributed net investment income		589,077
Accumulated net realized loss on investment and foreign currency transactions		(275,789,650	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		14,173,103
	$	159,464,954

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	49,739,561	3,751,344	$	13.26
B	$	109,725,393	8,465,437	$	12.96

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $42,851)	$	1,401,648
EXPENSES
Advisory fee (see Note B)		494,471
Distribution fee—Class B		112,732
Transfer agency—Class A		798
Transfer agency—Class B		1,722
Custodian		52,883
Administrative		45,840
Printing		27,665
Audit		22,888
Legal		13,351
Directors' fees		1,225
Miscellaneous		3,962
Total expenses		777,537
Net investment income		624,111
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(19,000,488	)
Foreign currency transactions		(355,832	)
Net change in unrealized appreciation/depreciation of:
Investments		43,685,791
Foreign currency denominated assets and liabilities		1,376,887
Net gain on investment and foreign currency transactions		25,706,358
Contributions from Adviser (see Note B)		19,268
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	26,349,737

See notes to financial statements.

8

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

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	624,111		$	(332,124	)
Net realized loss on investment and foreign currency transactions		(19,356,320	)		(45,118,780	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		45,062,678			(77,916,590	)
Contributions from Adviser		19,268			2,781
Net increase (decrease) in net assets from operations		26,349,737			(123,364,713	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		8,302,080			(37,215,115	)
Total increase (decrease)		34,651,817			(160,579,828	)
NET ASSETS
Beginning of period		124,813,137			285,392,965
End of period (including undistributed net investment income (accumulated net investment loss) of $589,077 and $(35,034), respectively)	$	159,464,954		$	124,813,137

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Thematic Growth Portfolio (the “Portfolio”), formerly AllianceBernstein Global Technology 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio 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

10

AllianceBernstein Variable Products Series Fund

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Financials	$	12,009,178		$	13,951,372		$	–0	–	$	25,960,550
Industrials		14,326,992			8,747,137			–0	–		23,074,129
Information Technology		15,967,467			5,228,859			–0	–		21,196,326
Energy		16,484,684			4,186,125			–0	–		20,670,809
Material		11,960,399			5,078,462			–0	–		17,038,861
Health Care		12,111,628			1,188,664			–0	–		13,300,292
Consumer Discretionary		11,884,370			–0	–		–0	–		11,884,370
Consumer Staple		5,289,053			5,789,053			–0	–		11,078,106
Telecommunication Services		5,061,265			2,980,978			–0	–		8,042,243
Utilities		1,548,677			2,123,303			–0	–		3,671,980
		106,643,713			49,273,953	+		–0	–		155,917,666
Other Financial Instruments*		–0	–		1,374,939			–0	–		1,374,939
Total	$	106,643,713		$	50,648,892		$	–0	–	$	157,292,605

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Portfolio values its securities which may materially affect the value of securities trading in such markets. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments.

3. 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.

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

4. Taxes

It is the policy of the Portfolio’s 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.

In accordance with the FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. (see Note D.1)

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2009, the Adviser reimbursed the Portfolio $19,268 for losses incurred due to a trade processing error.

During the year ended December 31, 2008, the Adviser made a payment of $2,781 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.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

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AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $391,167, of which $764 and $0 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 $ 576 for the six months ended June 30, 2009.

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	238,447,241		$	224,086,931
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 purpose. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	15,447,660
Gross unrealized depreciation		(2,649,637	)
Net unrealized appreciation	$	12,798,023

1. Derivative Financial Instruments

The portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making a direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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, 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”.

13

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

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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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, 2009, the Portfolio had no transactions in written options.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	1,415,102	Unrealized depreciation of forward currency exchange contracts	$	40,163
Total		$	1,415,102		$	40,163

14

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on transactions from foreign currency transactions/change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(12,717	)	$	1,374,939
Total		$	(12,717	)	$	1,374,939

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	448,054		288,728		$	5,426,027		$	4,632,451
Shares redeemed	(358,787	)	(1,161,277	)		(3,940,491	)		(18,867,326	)
Net increase (decrease)	89,267		(872,549	)	$	1,485,536		$	(14,234,875	)
Class B
Shares sold	1,503,355		1,925,801		$	17,728,485		$	31,278,399
Shares redeemed	(990,596	)	(3,401,467	)		(10,911,941	)		(54,258,639	)
Net increase (decrease)	512,759		(1,475,666	)	$	6,816,544		$	(22,980,240	)

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

15

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

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the facility will be reduced to $140 million.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(251,136,929	)(a)
Unrealized appreciation/(depreciation)		(36,221,010	)(b)
Total accumulated earnings/(deficit)	$	(287,357,939	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward of $239,453,233 of which $15,961,952 expires in the year 2009, $172,308,210 expires in the year 2010, $21,233,397 expires in the year 2011, and $29,949,674 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. 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, 2008, the Portfolio deferred to January 1, 2009, post October foreign currency losses of $35,034 and post October capital losses of $11,648,662.

(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”).

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

16

AllianceBernstein Variable Products Series Fund

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.

17

GLOBAL THEMATIC 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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$10.90		$20.71		$17.23		$15.86		$15.27		$14.49
Income From Investment Operations
Net investment income (loss) (a)	.06		.00	(b)	(.03	)	(.05	)	(.05	)	(.03	)(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.30		(9.81	)	3.51		1.42		.64		.81
Contributions from Adviser	.00	(b)	.00	(b)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	2.36		(9.81	)	3.48		1.37		.59		.78
Net asset value, end of period	$13.26		$10.90		$20.71		$17.23		$15.86		$15.27
Total Return
Total investment return based on net asset value (d)	21.65	%*	(47.37	)%*	20.20	%	8.64	%	3.86	%	5.38	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$49,740		$39,933		$93,919		$86,819		$99,781		$117,145
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.01	%(e)	.93	%	.93	%	.92	%(f)	.92	%	.88	%
Expenses, before waivers and reimbursements	1.01	%(e)	.93	%	.93	%	.92	%(f)	.92	%	1.06	%
Net investment income (loss)	1.13	%(e)	.00	%(b)	(.15	)%	(.30	)%(f)	(.32	)%	(.22	)%(c)
Portfolio turnover rate	174	%	141	%	132	%	117	%	98	%	86	%

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$10.67		$20.31		$16.94		$15.63		$15.08		$14.35
Income From Investment Operations
Net investment loss (a)	0.05		(.04	)	(.07	)	(.09	)	(.08	)	(.07	)(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.24		(9.60	)	3.44		1.40		.63		.80
Contributions from Adviser	.00	(b)	.00	(b)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	2.29		(9.64	)	3.37		1.31		.55		.73
Net asset value, end of period	$12.96		$10.67		$20.31		$16.94		$15.63		$15.08
Total Return
Total investment return based on net asset value (d)	21.46	%*	(47.46	)%*	19.89	%	8.38	%	3.65	%	5.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$109,725		$84,880		$191,474		$177,350		$148,075		$164,721
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.26	%(e)	1.18	%	1.17	%	1.18	%(f)	1.17	%	1.13	%
Expenses, before waivers and reimbursements	1.26	%(e)	1.18	%	1.17	%	1.18	%(f)	1.17	%	1.31	%
Net investment loss	.86	%(e)	(.24	)%	(.40	)%	(.55	)%(f)	(.57	)%	(.47	)%(c)
Portfolio turnover rate	174	%	141	%	132	%	117	%	98	%	86	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009 and the year ended December 31, 2008 by 0.06% and 0.03%, respectively.

See notes to financial statements.

19

GLOBAL THEMATIC 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 Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on May 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

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AllianceBernstein Variable Products Series Fund

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with 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, 2009 and (in the case of comparisons with the indices) the since inception period (January 1996 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, 4th quintile of the Performance Group and the Performance Universe for the 3-year period, 4th quintile of the Performance Group and 3rd quintile of the 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 10-year period but underperformed that index in all other periods reviewed and underperformed the MSCI World Index in all periods reviewed. The directors also reviewed performance information for periods ended March 31, 2009 (for which the data was not limited to Class A Shares) and noted that the Portfolio had outperformed the MSCI World Index in the year-to-date, 1- and 3-year periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been acceptable. The directors also noted that at the February 2009 meetings, they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI All Country World Index, and a name change to AllianceBernstein Global Thematic Growth Portfolio from AllianceBernstein Global Technology Portfolio effective May 1, 2009. As a result, the Portfolio’s investment performance prior to May 1, 2009 was not likely to be representative of performance under the new management strategy. The directors determined 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 advisory 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 that have an investment style substantially similar to that of the Portfolio. The directors reviewed the relevant fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involved 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.

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GLOBAL THEMATIC GROWTH 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. 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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 administrative expense reimbursement was 5 basis points in the Portfolio’s latest fiscal year, 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 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.

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GLOBAL THEMATIC 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 Technology Portfolio (the “Portfolio”).^2,3 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, NET ASSETS & EXPENSE 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.⁴

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/09 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	110.2	Global Technology 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 $92,750 (0.05% of the Portfolio’s average daily net assets) for such services.

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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 On February 3, 2009, the Board of Directors approved the Adviser’s proposal to broaden the Portfolio’s non-fundamental policy and change the Portfolio’s name to AllianceBernstein Global Thematic Growth Portfolio, effective May 1, 2009.

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

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

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%	December 31
	Class B    1.18%

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 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 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.

Fund	Fee
International Technology Portfolio
Class A	2.00	%
Class I (Institutional)	1.20	%

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

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.

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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”)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 Exp. Group Median (%)	Rank
Global Technology Portfolio	0.750	0.765	3/9

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 EU is as a broader group compared to the EG, consisting of all portfolios that have the same investment classification/objective and load type as the subject Portfolio.⁹

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Global Technology Portfolio	0.927	0.927	5/9	0.968	7/16

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.

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 peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one portfolio.

10 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

25

GLOBAL THEMATIC GROWTH 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 decreased during calendar year 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $342,959 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, 2008, the Adviser determined that it made payments in the amount of $255,916 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 $969 from the Portfolio.¹²

The Portfolio may effect 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 pay commissions for such transactions. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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,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

12 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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

26

AllianceBernstein Variable Products Series Fund

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 Deli¹⁴ 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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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, 2009.¹⁸

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–41.48	–37.89	–39.25	8/9	13/20
3 year	–14.86	–13.87	–13.43	7/9	12/18
5 year	–7.26	–7.01	–6.68	5/8	8/14
10 year	–5.73	N/A	–2.73	1/1	3/4

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

15 The two dimensional analysis 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 Fund’s PG is identical to the Fund’s EG. The Fund’s PU is not identical to the Fund’s EU as the criteria for including 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.

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, 2009.

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.

27

GLOBAL THEMATIC 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)¹⁹ versus its benchmarks.²⁰ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²¹

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Global Technology Portfolio	–41.48	–14.86	–7.26	–5.73	1.37	29.65	–0.16	10
MSCI World IT Index (Net)22	–38.69	–13.15	–7.03	–7.14	2.76	29.52	–0.33	10
MSCI AC World Index (Net)	–41.43	–12.15	–2.63	–1.76	2.47	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 1, 2009

22 The benchmark will change effective May 1, 2009 from MSCI World IT Index (Net) to MSCI AC World Index (Net).

28

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,076.31	$	3.40	0.66	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.52	$	3.31	0.66	%
Class B
Actual	$	1,000	$	1,075.36	$	4.68	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56	0.91	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	58,027,530	37.0	%
Mortgage Pass-Thru’s		31,941,130	20.4
Commercial Mortgage-Backed Securities		22,683,117	14.5
Governments—Treasuries		21,277,571	13.6
Corporates—Non-Investment Grades		9,370,493	6.0
Agencies		4,109,594	2.6
Asset-Backed Securities		1,927,064	1.2
Quasi-Sovereigns		1,785,295	1.1
Governments—Sovereign Agencies		1,708,017	1.1
Governments—Sovereign Bonds		1,392,954	0.9
CMOs		1,203,176	0.8
Emerging Markets—Sovereign		869,550	0.5
Emerging Markets—Corporate Bonds		299,533	0.2
Other*		181,291	0.1
Total Investments	$	156,776,315	100.0	%

* “Other” represents less than 0.1% weightings in the following security types: Supranationals, Preferred Stocks and Common Stocks.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
CORPORATES–INVESTMENT GRADES–35.3%
INDUSTRIAL–18.9%
BASIC–3.2%
Alcoa, Inc. 6.75%, 7/15/18	$	178	$	157,918
ArcelorMittal 6.125%, 6/01/18		555		485,625
6.50%, 4/15/14		165		158,073
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		407		458,063
The Dow Chemical Co. 7.375%, 11/01/29		15		13,632
7.60%, 5/15/14		241		248,230
8.55%, 5/15/19		184		184,328
EI Du Pont de Nemours & Co. 5.875%, 1/15/14		239		258,816
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		235		237,350
8.375%, 4/01/17		195		196,462
International Paper Co. 5.30%, 4/01/15		190		174,253
7.40%, 6/15/14		520		517,638
7.95%, 6/15/18		310		299,070
Packaging Corp. of America 5.75%, 8/01/13		155		148,971
PPG Industries, Inc. 5.75%, 3/15/13		455		472,962
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		460		460,268
Southern Copper Corp. 7.50%, 7/27/35		295		266,701
Usiminas Commercial Ltd. 7.25%, 1/18/18(a)		124		124,930
Weyerhaeuser Co. 6.75%, 3/15/12		405		405,146
				5,268,436
CAPITAL GOODS–1.0%
Allied Waste North America, Inc. 6.375%, 4/15/11		174		177,045
Boeing Co. 6.00%, 3/15/19		400		436,170
John Deere Capital Corp. 5.25%, 10/01/12		410		433,088
Tyco International Finance SA 6.00%, 11/15/13		155		157,607
8.50%, 1/15/19		195		216,212
United Technologies Corp. 4.875%, 5/01/15		246		261,589
				1,681,711
COMMUNICATIONS– MEDIA–2.4%
BSKYB Finance UK PLC 5.625%, 10/15/15(a)		170		167,377
CBS Corp. 8.875%, 5/15/19		420		409,336

	Principal Amount (000)		U.S. $ Value
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22	$	280	$	327,361
Comcast Corp. 5.30%, 1/15/14		325		336,098
News America, Inc. 6.55%, 3/15/33		210		187,956
9.25%, 2/01/13		235		267,943
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		185		210,193
RR Donnelley & Sons Co. 4.95%, 4/01/14		65		56,583
5.50%, 5/15/15		185		158,788
11.25%, 2/01/19		255		269,952
TCI Communications, Inc. 7.875%, 2/15/26		210		220,865
Time Warner Cable, Inc. 7.50%, 4/01/14		145		159,731
Time Warner Entertainment Co. 8.375%, 3/15/23		550		606,445
WPP Finance UK 5.875%, 6/15/14		120		112,026
8.00%, 9/15/14		415		421,444
				3,912,098
COMMUNICATIONS– TELECOMMUNICATIONS–3.5%
Alltel Corp. 7.875%, 7/01/32		170		197,400
AT&T Corp. 8.00%, 11/15/31		20		23,084
British Telecommunications PLC 9.125%, 12/15/10		310		329,242
Embarq Corp. 6.738%, 6/01/13		420		423,965
7.082%, 6/01/16		855		834,986
New Cingular Wireless Services, Inc. 8.75%, 3/01/31		250		304,703
Pacific Bell Telephone Co. 6.625%, 10/15/34		535		510,414
Qwest Corp. 7.50%, 10/01/14		400		381,500
8.875%, 3/15/12		520		523,900
Telecom Italia Capital SA 4.00%, 1/15/10		380		381,822
6.175%, 6/18/14		355		359,003
6.375%, 11/15/33		40		35,550
US Cellular Corp. 6.70%, 12/15/33		575		550,831
Verizon Communications, Inc. 4.90%, 9/15/15		240		239,717
5.25%, 4/15/13		290		304,349
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		179		187,640
Vodafone Group PLC 5.50%, 6/15/11		200		210,439
				5,798,545

3

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Daimler Finance North America LLC 4.875%, 6/15/10	$	110	$	110,087
5.75%, 9/08/11		120		122,447
				232,534
CONSUMER CYCLICAL–ENTERTAINMENT–0.4%
Time Warner, Inc. 6.875%, 5/01/12		240		256,739
The Walt Disney Co. 5.50%, 3/15/19		330		345,885
				602,624
CONSUMER CYCLICAL–OTHER–0.4%
Marriott International, Inc. Series J 5.625%, 2/15/13		502		495,592
Toll Brothers Finance Corp. 5.15%, 5/15/15		40		35,415
6.875%, 11/15/12		95		91,540
				622,547
CONSUMER CYCLICAL–RETAILERS–0.2%
Wal-Mart Stores, Inc. 4.25%, 4/15/13		225		233,779
CONSUMER NON-CYCLICAL–4.5%
Avon Products, Inc. 6.50%, 3/01/19		410		449,364
Bottling Group LLC 6.95%, 3/15/14		355		404,906
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		206		188,896
5.875%, 5/15/13		350		348,380
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		350		345,589
Campbell Soup Co. 6.75%, 2/15/11		335		362,428
The Coca-Cola Co. 5.35%, 11/15/17		380		405,820
ConAgra Foods, Inc. 7.875%, 9/15/10		11		11,658
Diageo Capital PLC 7.375%, 1/15/14		360		407,324
Fisher Scientific International, Inc. 6.125%, 7/01/15		230		230,863
6.75%, 8/15/14		171		175,741
Fortune Brands, Inc. 4.875%, 12/01/13		374		364,096
5.125%, 1/15/11		115		115,432
Johnson & Johnson 5.55%, 8/15/17		370		402,154

	Principal Amount (000)		U.S. $ Value
Kraft Foods, Inc. 4.125%, 11/12/09	$	415	$	419,355
5.25%, 10/01/13		220		227,484
The Kroger Co. 6.80%, 12/15/18		229		245,115
Pepsico, Inc. 4.65%, 2/15/13		385		404,174
Pfizer, Inc. 5.35%, 3/15/15		405		435,213
Series INTL 1.80%, 2/22/16	JPY	20,000		196,928
The Procter & Gamble Co. 4.70%, 2/15/19	$	402		407,685
Reynolds American, Inc. 7.25%, 6/01/13		105		107,977
7.625%, 6/01/16		395		396,184
Ventas Realty LP/Ventas Capital Corp. 6.75%, 4/01/17		84		75,390
Whirlpool Corp. 8.60%, 5/01/14		55		57,475
Wyeth 5.50%, 2/01/14		251		268,628
				7,454,259
ENERGY–1.6%
Amerada Hess Corp. 7.875%, 10/01/29		165		178,967
Apache Corp. 5.25%, 4/15/13		225		236,349
Baker Hughes, Inc. 6.50%, 11/15/13		205		227,375
Canadian Natural Resources Ltd. 5.15%, 2/01/13		60		61,057
Conoco, Inc. 6.95%, 4/15/29		155		167,015
Nabors Industries, Inc. 9.25%, 1/15/19(a)		425		490,015
Noble Energy, Inc. 8.25%, 3/01/19		406		461,923
TNK-BP Finance SA 7.50%, 7/18/16(a)		100		87,000
Valero Energy Corp. 6.875%, 4/15/12		515		547,657
Weatherford International Ltd. 5.15%, 3/15/13		195		194,486
6.00%, 3/15/18		35		34,370
				2,686,214
TECHNOLOGY–1.5%
Cisco Systems, Inc. 5.25%, 2/22/11		380		400,687
Computer Sciences Corp. 5.50%, 3/15/13		280		278,527
Dell, Inc. 5.625%, 4/15/14		250		264,029

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Electronic Data Systems Corp. Series B 6.00%, 8/01/13	$	566	$	617,873
Motorola, Inc. 6.50%, 9/01/25		125		87,500
7.50%, 5/15/25		25		19,125
7.625%, 11/15/10		22		22,383
Oracle Corp. 4.95%, 4/15/13		239		250,270
5.00%, 1/15/11		140		146,762
Xerox Corp. 7.625%, 6/15/13		40		40,289
8.25%, 5/15/14		375		389,949
				2,517,394
TRANSPORTATION– RAILROADS–0.1%
Canadian Pacific Railway Co. 6.50%, 5/15/18		92		91,435
				31,101,576
FINANCIAL INSTITUTIONS–12.1%
BANKING–7.8%
American Express Centurion 4.375%, 7/30/09		250		249,727
American Express Co. 8.125%, 5/20/19		405		420,280
ANZ National International Ltd. 6.20%, 7/19/13(a)		240		247,788
Bank of America Corp. 4.875%, 1/15/13		660		652,060
5.375%, 9/11/12		375		376,803
Barclays Bank PLC 5.75%, 9/14/26	GBP	75		93,333
8.55%, 6/15/11(a)(b)	$	365		244,550
BBVA International Preferred SA Unipersonal 5.919%, 4/18/17(b)		170		100,300
The Bear Stearns Co., Inc. 5.55%, 1/22/17		394		365,141
5.70%, 11/15/14		450		458,491
7.625%, 12/07/09		215		220,445
Citigroup, Inc. 4.625%, 8/03/10		107		106,467
5.50%, 4/11/13		350		328,036
6.50%, 8/19/13		355		344,839
8.50%, 5/22/19		505		513,706
Compass Bank 5.50%, 4/01/20		250		186,302
Countrywide Financial Corp. 5.80%, 6/07/12		229		230,427
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11		4		3,948

	Principal Amount (000)		U.S. $ Value
Credit Suisse USA, Inc. 5.50%, 8/15/13	$	159	$	165,719
The Goldman Sachs Group, Inc. 4.75%, 7/15/13		460		460,614
7.35%, 10/01/09		95		96,458
7.50%, 2/15/19		540		578,217
Huntington National Bank 4.375%, 1/15/10		250		249,679
JP Morgan Chase & Co. 4.75%, 5/01/13		615		622,803
6.75%, 2/01/11		285		297,957
Marshall & Ilsley Bank 5.00%, 1/17/17		175		119,475
Marshall & Ilsley Corp. 4.375%, 8/01/09		175		175,035
5.626%, 8/17/09		105		104,660
Merrill Lynch & Co., Inc. 6.05%, 5/16/16		535		479,037
Morgan Stanley 6.60%, 4/01/12		320		338,802
5.625%, 1/09/12		480		491,235
6.625%, 4/01/18		465		463,561
National Capital Trust II 5.486%, 12/29/49(a)(b)		122		80,520
National City Bank of Cleveland Ohio 6.25%, 3/15/11		250		255,341
National Westminster Bank 6.50%, 9/07/21	GBP	50		62,965
Rabobank Nederland 11.00%, 6/30/19(a)(b)	$	90		100,125
Regions Financial Corp. 6.375%, 5/15/12		215		197,251
Standard Chartered PLC 6.409%, 1/30/17(a)(b)		100		66,500
UBS Preferred Funding Trust I 8.622%, 10/01/10(b)		180		128,179
UFJ Finance Aruba AEC 6.75%, 7/15/13		240		248,506
Union Bank of California 5.95%, 5/11/16		660		610,564
Union Planters Corp. 7.75%, 3/01/11		143		138,798
VTB Capital SA 6.609%, 10/31/12(a)		135		126,900
Wachovia Corp. 5.50%, 5/01/13		505		521,667
Wells Fargo & Co. 5.625%, 12/11/17		565		556,148
				12,879,359
FINANCE–1.9%
General Electric Capital Corp. 4.80%, 5/01/13		435		435,474
5.625%, 5/01/18		455		430,331
Series A 4.375%, 11/21/11		155		155,745

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
HSBC Finance Corp. 7.00%, 5/15/12	$	280	$	288,671
International Lease Finance Corp. 5.65%, 6/01/14		65		47,102
SLM Corp. 5.45%, 4/25/11		235		216,200
5.125%, 8/27/12		145		124,027
5.40%, 10/25/11		405		364,253
Series A 4.50%, 7/26/10		90		85,050
5.375%, 1/15/13–5/15/14		1,220		999,224
				3,146,077
INSURANCE–1.9%
The Allstate Corp. 6.125%, 5/15/37(b)		530		389,550
Genworth Financial, Inc. 1.60%, 6/20/11	JPY	15,000		102,206
6.515%, 5/22/18	$	520		347,583
Humana, Inc. 6.30%, 8/01/18		215		179,275
ING Capital Funding Trust III 8.439%, 12/31/10(b)		270		170,100
ING Groep NV 5.775%, 12/08/15(b)		90		52,650
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)		145		114,797
Lincoln National Corp. 8.75%, 7/01/19		113		113,958
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)		225		238,926
Principal Financial Group, Inc. 7.875%, 5/15/14		325		342,385
Prudential Financial, Inc. 6.20%, 1/15/15		45		43,992
7.375%, 6/15/19		35		34,364
5.15%, 1/15/13		325		315,395
UnitedHealth Group, Inc. 4.125%, 8/15/09		82		82,122
5.25%, 3/15/11		95		98,043
WellPoint, Inc. 4.25%, 12/15/09		72		72,855
XL Capital Ltd. 5.25%, 9/15/14		300		251,781
6.25%, 5/15/27		200		142,072
				3,092,054
REITS–0.5%
HCP, Inc. 5.95%, 9/15/11		225		220,213
Simon Property Group LP 5.00%, 3/01/12		220		219,309
5.625%, 8/15/14		420		401,052
				840,574
				19,958,064

	Principal Amount (000)		U.S. $ Value
UTILITY–3.4%
ELECTRIC–2.2%
Carolina Power & Light Co. 6.50%, 7/15/12	$	480	$	522,831
Exelon Corp. 6.75%, 5/01/11		95		99,158
FirstEnergy Corp.
Series B 6.45%, 11/15/11		405		422,723
Series C 7.375%, 11/15/31		420		396,420
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		240		255,601
Nisource Finance Corp. 6.80%, 1/15/19		550		515,401
7.875%, 11/15/10		110		113,618
Pacific Gas & Electric Co. 4.80%, 3/01/14		215		226,348
6.05%, 3/01/34		125		129,680
Progress Energy, Inc. 7.10%, 3/01/11		73		77,639
Public Service Company of Colorado Series 10 7.875%, 10/01/12		210		243,291
The Southern Co. Series A 5.30%, 1/15/12		156		163,799
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)		235		232,265
Wisconsin Energy Corp. 6.25%, 5/15/67(b)		204		148,920
				3,547,694
NATURAL GAS–1.0%
Duke Energy Field Services Corp. 7.875%, 8/16/10		70		73,226
Energy Transfer Partners LP 6.70%, 7/01/18		440		449,813
7.50%, 7/01/38		505		530,319
Enterprise Products Operating LLC Series G 5.60%, 10/15/14		95		97,635
TransCanada Pipelines Ltd. 6.35%, 5/15/67(b)		235		163,325
Williams Co., Inc. 7.875%, 9/01/21		289		284,665
				1,598,983
OTHER UTILITY– 0.2%
Veolia Environnement 6.00%, 6/01/18		350		356,740
				5,503,417

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
NON CORPORATE SECTORS–0.9%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.9%
Gaz Capital SA 6.212%, 11/22/16(a)	$	460	$	386,400
6.51%, 3/07/22(a)		857		636,323
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(a)		465		441,750
				1,464,473
Total Corporates–Investment Grades (cost $58,157,396)				58,027,530
MORTGAGE PASS-THRU’S–19.4%
AGENCY FIXED RATE 30-YEAR–17.7%
Federal Home Loan Mortgage Corp. Gold
Series 2005 4.50%, 8/01/35–10/01/35		4,074		4,068,273
5.50%, 1/01/35		6,875		7,127,541
Series 2007 5.50%, 7/01/35		270		280,677
Federal National Mortgage Association
Series 2002 7.00%, 3/01/32		36		39,328
Series 2003 5.00%, 11/01/33		286		292,869
5.50%, 4/01/33–7/01/33		1,105		1,146,561
Series 2004 5.50%, 4/01/34–11/01/34		923		957,202
6.00%, 9/01/34		502		528,072
Series 2005 4.50%, 8/01/35		873		874,461
5.00%, 10/01/35		2,235		2,283,887
5.50%, 2/01/35		1,113		1,154,785
Series 2006 5.00%, 2/01/36		1,991		2,033,980
6.50%, 11/01/36		1,709		1,823,045
Series 2007 4.50%, 9/01/35–8/01/37		1,073		1,074,402
5.00%, 7/01/36		310		316,414
Series 2008 6.00%, 3/01/37		4,059		4,258,032
Government National Mortgage Association
Series 1994 9.00%, 9/15/24		6		6,075
Series 2006 6.00%, 7/15/36		812		847,493
				29,113,097
AGENCY ARMS–1.7%
Federal Home Loan Mortgage Corp.
Series 2007 6.077%, 1/01/37(c)		212		222,733

	Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association
Series 2003 4.742%, 12/01/33(c)	$	394	$	410,813
Series 2006 5.454%, 2/01/36(c)		433		452,163
5.816%, 11/01/36(c)		572		600,457
6.235%, 3/01/36(c)		371		390,448
Series 2007 4.725%, 3/01/34(c)		741		751,419
				2,828,033
Total Mortgage Pass-Thru’s (cost $31,061,955)				31,941,130
COMMERCIAL MORTGAGE-BACKED SECURITIES–13.8%
NON-AGENCY FIXED RATE CMBS–13.8%
Banc of America Commercial Mortgage, Inc.
Series 2001-PB1, Class A2 5.787%, 5/11/35		309		313,841
Series 2004-4, Class A3 4.128%, 7/10/42		343		342,316
Series 2004-6, Class A2 4.161%, 12/10/42		496		493,131
Series 2005-6, Class A4 5.351%, 9/10/47		470		408,359
Series 2006-5, Class A4 5.414%, 9/10/47		455		362,794
Bear Stearns Commercial Mortgage Securities, Inc.
Series 2005-PWR7, Class A3 5.116%, 2/11/41		505		433,603
Series 2005-T18, Class A4 4.933%, 2/13/42		530		456,737
Commercial Mortgage Pass Through Certificates
Series 2007-C9, Class A4 6.01%, 12/10/49		1,085		862,316
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3 6.02%, 6/15/38		1,095		799,210
Series 2006-C5, Class A3 5.311%, 12/15/39		225		154,210
CS First Boston Mortgage Securities Corp.
Series 2003-CK2, Class A2 3.861%, 3/15/36		20		20,025
Series 2004-C3, Class A5 5.113%, 7/15/36		220		194,732
Series 2005-C1, Class A4 5.014%, 2/15/38		435		367,197
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX 4.863%, 7/10/45		455		445,295

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	$	450	$	413,572
Series 2005-GG3, Class A2 4.305%, 8/10/42		497		485,487
Series 2007-GG11, Class A4 5.736%, 12/10/49		420		337,698
Series 2007-GG9, Class A2 5.381%, 3/10/39		870		816,859
Series 2007-GG9, Class A4 5.444%, 3/10/39		680		542,038
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6 5.396%, 8/10/38		300		267,459
Series 2006-GG8, Class A2 5.479%, 11/10/39		1,070		998,710
JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2004-C1, Class A2 4.302%, 1/15/38		95		86,276
Series 2005-LDP1, Class A4 5.038%, 3/15/46		550		479,221
Series 2005-LDP3, Class A2 4.851%, 8/15/42		405		387,070
Series 2005-LDP4, Class A2 4.79%, 10/15/42		416		411,273
Series 2005-LDP5, Class A2 5.198%, 12/15/44		360		348,415
Series 2006-CB14, Class A4 5.481%, 12/12/44		545		439,875
Series 2006-CB15, Class A4 5.814%, 6/12/43		1,035		814,052
Series 2006-CB17, Class A4 5.429%, 12/12/43		420		339,540
Series 2007-C1, Class A4 5.716%, 2/15/51		1,115		734,244
Series 2007-LD11, Class A4 6.007%, 6/15/49		1,105		843,817
Series 2007-LDPX, Class A3 5.42%, 1/15/49		1,110		817,059
LB-UBS Commercial Mortgage Trust Series 2003-C3, Class A4 4.166%, 5/15/32		430		394,656
Series 2004-C4, Class A4 5.409%, 6/15/29		830		718,903
Series 2004-C8, Class A2 4.201%, 12/15/29		410		408,382
Series 2005-C1, Class A4 4.742%, 2/15/30		365		319,974
Series 2005-C7, Class A4 5.197%, 11/15/30		340		292,008
Series 2006-C1, Class A4 5.156%, 2/15/31		1,240		1,032,668
Series 2006-C6, Class A4 5.372%, 9/15/39		475		385,135

	Principal Amount (000)		U.S. $ Value
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2007-9, Class A4 5.70%, 9/12/49	$	1,105	$	762,160
Morgan Stanley Capital I Series 2005-T17, Class A5 4.78%, 12/13/41		655		568,137
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		1,080		863,348
Series 2007-C31, Class A4 5.509%, 4/15/47		1,100		729,578
Series 2007-C32, Class A2 5.924%, 6/15/49		605		564,632
Series 2007-C32, Class A3 5.929%, 6/15/49		615		427,105
Total Commercial Mortgage-Backed Securities (cost $26,364,199)				22,683,117
GOVERNMENTS– TREASURIES–12.9%
BRAZIL–0.9%
Republic of Brazil 12.50%, 1/05/16	BRL	2,690		1,512,660
SWEDEN–1.5%
Sweden Government Bond Series 1045 5.25%, 3/15/11	SEK	9,205		1,274,894
Series 1046 5.50%, 10/08/12		8,685		1,245,946
				2,520,840
UNITED STATES–10.5%
U.S. Treasury Bonds 4.50%, 2/15/36	$	2,215		2,281,796
U.S. Treasury Notes 0.875%, 2/28/11–5/31/11		12,795		12,761,478
4.25%, 11/15/17		2,075		2,200,797
				17,244,071
Total Governments–Treasuries (cost $21,554,216)				21,277,571
CORPORATES– NON-INVESTMENT GRADES–5.7%
INDUSTRIAL–3.9%
BASIC–0.6%
Ineos Group Holdings PLC 8.50%, 2/15/16(a)		179		55,490
Steel Capital SA for OAO Severstal 9.25%, 4/19/14(a)		228		184,680
9.75%, 7/23/13(a)		200		169,000
United States Steel Corp. 5.65%, 6/01/13		495		445,512

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Westvaco Corp. 8.20%, 1/15/30	$	50	$	44,170
				898,852
CAPITAL GOODS–1.4%
Bombardier, Inc. 6.30%, 5/01/14(a)		270		236,250
8.00%, 11/15/14(a)		225		211,781
Case Corp. 7.25%, 1/15/16		170		153,212
Case New Holland, Inc. 7.125%, 3/01/14		175		159,688
Masco Corp. 6.125%, 10/03/16		635		533,143
Mohawk Industries, Inc. 6.625%, 1/15/16		550		488,719
Textron Financial Corp. 4.60%, 5/03/10		51		48,705
5.125%, 11/01/10–2/03/11		196		181,365
5.40%, 4/28/13		69		56,495
United Rentals North America, Inc. 7.75%, 11/15/13		220		189,200
				2,258,558
COMMUNICATIONS–MEDIA–0.3%
CCH I LLC 11.75%, 5/15/14(d)(e)		420		2,625
Clear Channel Communications, Inc. 5.50%, 9/15/14		238		52,360
DirecTV Holdings LLC 6.375%, 6/15/15		216		199,800
Quebecor Media, Inc. 7.75%, 3/15/16		230		208,438
RH Donnelley Corp. Series A-4 8.875%, 10/15/17(d)		545		27,931
Univision Communications, Inc. 12.00%, 7/01/14(a)		41		38,130
WDAC Subsidiary Corp. 8.375%, 12/01/14(a)		70		17,500
				546,784
COMMUNICATIONS– TELECOMMUNICATIONS–0.3%
Digicel Ltd. 9.25%, 9/01/12(a)		161		156,170
Frontier Communications Corp. 6.25%, 1/15/13		210		193,200
Inmarsat Finance PLC 10.375%, 11/15/12(f)		155		160,425
				509,795
CONSUMER CYCLICAL–AUTOMOTIVE–0.3%
Affinia Group, Inc. 9.00%, 11/30/14		85		59,500

	Principal Amount (000)		U.S. $ Value
Ford Motor Credit Co. LLC 3.889%, 1/13/12(c)	$	240	$	185,700
7.00%, 10/01/13		204		164,022
Lear Corp. Series B 8.75%, 12/01/16(d)		122		32,025
Visteon Corp. 7.00%, 3/10/14(d)		165		4,950
				446,197
CONSUMER CYCLICAL– OTHER–0.8%
Broder Brothers Co. 12.00%, 10/15/13(g)(h)(i)		34		24,256
Greektown Holdings LLC 10.75%, 12/01/13(a)(d)		90		5,625
Harrah’s Operating Co., Inc. 10.75%, 2/01/16		160		77,600
Sheraton Holding Corp. 7.375%, 11/15/15		379		348,680
Starwood Hotels & Resorts Worldwide, Inc. 6.25%, 2/15/13		550		511,500
7.875%, 5/01/12		362		333,040
				1,300,701
CONSUMER CYCLICAL– RETAILERS–0.0%
Limited Brands, Inc. 6.90%, 7/15/17		45		38,939
CONSUMER NON-CYCLICAL–0.1%
Bausch & Lomb, Inc. 9.875%, 11/01/15		155		148,025
HCA, Inc. 8.50%, 4/15/19(a)		40		39,300
				187,325
SERVICES–0.0%
Travelport LLC 9.875%, 9/01/14		35		23,275
TECHNOLOGY–0.1%
Avago Technologies Finance 10.125%, 12/01/13		110		112,200
TRANSPORTATION– AIRLINES–0.0%
Continental Airlines, Inc. Series RJO3 7.875%, 7/02/18		39		22,541
				6,345,167
FINANCIAL INSTITUTIONS–1.4%
BANKING–0.8%
ABN Amro Bank NV 4.31%, 3/10/16(b)	EUR	125		71,896
BankAmerica Capital II Series 2 8.00%, 12/15/26	$	98		81,330

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Commerzbank Capital Funding Trust I 5.012%, 4/12/16(b)	EUR	200	$	89,783
Dexia Credit Local 4.30%, 11/18/15(b)		300		151,509
HBOS Capital Funding LP 4.939%, 5/23/16(b)		59		27,314
HBOS Euro Finance LP 7.627%, 12/09/11(b)		94		52,747
KBC Bank Funding Trust III 9.86%, 11/02/09(a)(b)	$	332		146,080
Lloyds Banking Group PLC 5.92%, 10/01/15(a)(b)		200		70,000
6.267%, 11/14/16(a)(b)		566		192,440
6.657%, 5/21/37(a)(b)		500		180,000
RBS Capital Trust III 5.512%, 9/30/14(b)		335		137,350
Royal Bank of Scotland Group PLC 7.648%, 9/30/31(b)		115		56,925
Zions Bancorp 5.50%, 11/16/15		105		75,579
				1,332,953
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 7.875%, 11/01/09(d)		43		6,342
6.20%, 9/26/14(d)		75		11,063
				17,405
FINANCE–0.5%
CIT Group, Inc. 5.00%, 2/01/15		240		141,362
5.85%, 9/15/16		360		203,239
7.625%, 11/30/12		435		297,865
5.125%, 9/30/14		195		114,939
				757,405
INSURANCE–0.1%
Crum & Forster Holdings Corp. 7.75%, 5/01/17		95		82,413
Liberty Mutual Group, Inc. 7.80%, 3/15/37(a)		80		44,800
				127,213
OTHER FINANCE–0.0%
Aiful Corp. 6.00%, 12/12/11(a)		125		61,250
				2,296,226
UTILITY–0.4%
ELECTRIC–0.3%
Dynegy Holdings, Inc. 8.375%, 5/01/16		205		173,737
Dynegy Roseton/Danskammer Pass Through Trust Series B 7.67%, 11/08/16		195		171,113

	Principal Amount (000)		U.S. $ Value
RRI Energy, Inc. 7.875%, 6/15/17	$	155	$	138,725
				483,575
NATURAL GAS–0.1%
Enterprise Products Operating LLC Series A 8.375%, 8/01/66(b)		305		245,525
				729,100
Total Corporates– Non-Investment Grades (cost $12,342,095)				9,370,493
AGENCIES–2.5%
AGENCY DEBENTURES–2.5%
Federal Home Loan Mortgage Corp. 4.75%, 1/19/16		1,810		1,941,426
Federal National Mortgage Association 5.375%, 6/12/17		870		970,662
6.25%, 5/15/29		1,020		1,197,506
Total Agencies (cost $4,076,782)				4,109,594
ASSET-BACKED SECURITIES–1.2%
CREDIT CARDS–FLOATING RATE–0.5%
Chase Issuance Trust FRN Series 2007-A1, Class A1 0.339%, 3/15/13(c)		875		858,948
HOME EQUITY LOANS–FLOATING RATE–0.5%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.434%, 12/25/32(c)		115		74,902
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33(f)		252		211,168
GE-WMC Mortgage Securities LLC Series 2005-2, Class A2B 0.484%, 12/25/35(c)		14		13,231
HFC Home Equity Loan Asset Backed Certificates Series 2005-3, Class A1 0.575%, 1/20/35(c)		134		79,495
Home Equity Asset Trust Series 2007-2, Class M1 0.744%, 7/25/37(c)		475		9,215
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.424%, 11/25/36(c)		490		345,116

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.674%, 3/25/37(c)	$	160	$	3,568
RAAC Series Series 2006-SP3, Class A1 0.394%, 8/25/36(c)		25		23,523
Residential Asset Mortgage Products, Inc. Series 2005-RS3, Class AIA2 0.484%, 3/25/35(c)		16		14,964
Series 2005-RZ1, Class A2 0.514%, 4/25/35(c)		29		27,166
				802,348
HOME EQUITY LOANS– FIXED RATE–0.1%
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33		100		65,677
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		416		75,558
Credit-Based Asset Servicing and Securitization LLC Series 2005-CB7, Class AF2 5.147%, 11/25/35		6		6,286
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36		20		20,043
Residential Funding Mortgage Securities II, Inc. Series 2005-HI2, Class A3 4.46%, 5/25/35		10		10,178
				177,742
OTHER ABS–FIXED RATE–0.1%
DB Master Finance, LLC Series 2006-1, Class A2 5.779%, 6/20/31(a)		100		88,026
Total Asset-Backed Securities (cost $3,197,849)				1,927,064
QUASI-SOVEREIGNS–1.1%
QUASI-SOVEREIGN BONDS–1.1%
RUSSIA–1.1%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(a)		377		324,220
7.75%, 5/29/18(a)		1,610		1,461,075
Total Quasi-Sovereigns (cost $1,979,014)				1,785,295
GOVERNMENTS–SOVEREIGN AGENCIES–1.0%
GERMANY–0.0%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17		70		74,154

	Principal Amount (000)		U.S. $ Value
UNITED KINGDOM–1.0%
Barclays Bank PLC 2.875%, 12/23/11	GBP	440	$	732,432
The Royal Bank of Scotland PLC 2.625%, 5/11/12(a)	$	895		901,431
				1,633,863
Total Governments–Sovereign Agencies (cost $1,604,047)				1,708,017
GOVERNMENTS–SOVEREIGN BONDS–0.9%
PERU–0.6%
Republic of Peru 8.375%, 5/03/16		255		293,888
9.875%, 2/06/15		555		678,487
				972,375
RUSSIA–0.3%
Russian Federation 7.50%, 3/31/30(a)		427		420,579
Total Governments–Sovereign Bonds (cost $1,289,524)				1,392,954
CMOS–0.7%
NON-AGENCY ARMS–0.5%
Bear Stearns Alt-A Trust Series 2006-3, Class 22A1 5.956%, 5/25/36		146		68,479
Series 2007-1, Class 21A1 5.663%, 1/25/47(b)		229		105,079
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.122%, 5/25/35(b)		389		261,258
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(c)		458		269,467
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.844%, 5/25/36(b)		206		87,941
				792,224
NON-AGENCY FLOATING RATE–0.2%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 2.34%, 12/25/35(c)		138		63,330
Series 2007-OA3, Class M1 0.624%, 4/25/47(c)		145		2,047
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 6.061%, 7/25/36(b)		404		181,501

11

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
WaMu Mortgage Pass Through Certificates Series 2007-OA1, Class A1A 2.139%, 2/25/47(c)	$	336	$	114,514
Series 2007-OA3, Class B1 0.764%, 4/25/47(c)		449		5,319
				366,711
AGENCY FLOATING RATE–0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.579%, 5/28/35(c)		50		44,241
Total CMOs (cost $2,947,753)				1,203,176
EMERGING MARKETS–SOVEREIGNS–0.5%
INDONESIA–0.5%
Indonesia Government International Bond 11.625%, 3/04/19(a) (cost $677,149)		682		869,550
EMERGING MARKETS–CORPORATE BONDS–0.2%
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Mobile Telesystems Finance SA 8.00%, 1/28/12(a)		231		228,113
FINANCIAL INSTITUTIONS–0.1%
OTHER FINANCE–0.1%
MMG Fiduc (AES El Salvador) 6.75%, 2/01/16(a)		100		71,420
Total Emerging Markets–Corporate Bonds (cost $330,272)				299,533

	Principal Amount (000)		U.S. $ Value
SUPRANATIONALS–0.1%
European Investment Bank 4.875%, 2/15/36 (cost $109,789)	$	110	$	106,055
	Shares
PREFERRED STOCKS–0.0%
FINANCIAL INSTITUTIONS–0.0%
REITS–0.0%
Sovereign REIT 12.00%(a)		93		68,355
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%		2,400		2,928
Federal National Mortgage Association 8.25%		2,950		3,953
				6,881
Total Preferred Stocks (cost $221,409)				75,236
COMMON STOCK–0.0%
Broder Brothers Co.(j) (cost $0)		3,463		0
TOTAL INVESTMENTS–95.3% (cost $165,913,449)				156,776,315
Other assets less liabilities–4.7%				7,817,630
NET ASSETS–100.0%			$	164,593,945

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)
Citibank	$	7,615	9/17/10	SIFMA	*	2.7875	%	$	222,492

12

AllianceBernstein Variable Products Series Fund

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. 10YR Treasury Note	17	September 2009	$	1,937,509	$	1,976,516	$	39,007
U.S. 5YR Treasury Note	42	September 2009		4,779,818		4,818,188		38,370
							$	77,377

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/10/09	2,131	$	1,739,029	$	1,711,552	$	(27,477	)
Australian Dollar settling 8/10/09	949		742,683		762,455		19,772
Australian Dollar settling 8/10/09	1,061		840,919		851,991		11,072
Australian Dollar settling 8/10/09	956		753,187		767,967		14,780
Euro settling 7/08/09	88		122,075		123,392		1,317
New Zealand Dollar settling 7/21/09	1,294		796,717		833,911		37,194
New Zealand Dollar settling 7/21/09	1,307		825,131		842,332		17,201
Norwegian Krone settling 8/06/09	31,753		5,110,854		4,935,686		(175,168	)
Norwegian Krone settling 8/06/09	1,598		247,949		248,377		428
Sale Contracts:
British Pound settling 8/25/09	543		888,442		892,658		(4,216	)
Canadian Dollar settling 8/21/09	1,820		1,611,785		1,565,709		46,076
Euro settling 7/08/09	12		15,419		16,354		(935	)
Euro settling 7/08/09	235		313,555		329,197		(15,642	)
Euro settling 7/08/09	6		8,569		8,623		(54	)
Euro settling 7/08/09	43		61,628		60,948		680
Euro settling 7/08/09	40		56,242		56,060		182
Japanese Yen settling 7/15/09	27,595		285,072		286,514		(1,442	)
Norwegian Krone settling 8/06/09	2,058		323,848		319,851		3,997
Swedish Krona settling 7/28/09	19,874		2,627,543		2,577,194		50,349
Swiss Franc settling 7/27/09	3,854		3,463,392		3,548,715		(85,323	)
Swiss Franc settling 7/27/09	1,288		1,178,225		1,185,823		(7,598	)

13

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(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, 2009, the aggregate market value of these securities amounted to $10,373,020 or 6.3% of net assets.

(b) Variable rate coupon, rate shown as of June 30, 2009.

(c) Floating Rate Security. Stated interest rate was in effect at June 30, 2009.

(d) Security is in default and is non-income producing.

(e) 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.

(f) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2009.

(g) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.0% of net assets as of June 30, 2009, is considered illiquid and restricted.

Restricted Securities	Acquisition Date	Cost		Market Value		Percentage of Net Assets
Broder Brothers Co. 12.00%, 10/15/13	5/21/09	$	75,428	$	24,256	0.01	%

(h) Fair valued.

(i) Pay-In-Kind Payments (PIK).

(j) Non-income producing security.

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, 2009, the fund’s total exposure to subprime investments was 1.14% of net assets. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).

* Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA).

Currency Abbreviations:

BRL—Brazilian Real

EUR—Euro Dollar

GBP—Great British Pound

JPY—Japanese Yen

SEK—Swedish Krona

Glossary:

ABS—Asset-Backed Securities

ARMS—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

FRN—Floating Rate Note

LP—Limited Partnership

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

See notes to financial statements.

14

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $165,913,449)	$	156,776,315
Cash		6,575,516	(a)
Foreign currencies, at value (cost $1,251)		1,246
Unrealized appreciation of forward currency exchange contracts		203,048
Unrealized appreciation of interest rate swap contracts		222,492
Interest receivable		1,818,888
Receivable for investment securities sold		623,190
Receivable for capital stock sold		150,310
Total assets		166,371,005
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		317,855
Payable for investment securities purchased and foreign currency		1,219,659
Advisory fee payable		60,750
Payable for capital stock redeemed		48,639
Administrative fee payable		24,016
Payable for variation margin on futures contracts		9,750
Distribution fee payable		8,046
Transfer Agent fee payable		124
Accrued expenses		88,221
Total liabilities		1,777,060
NET ASSETS	$	164,593,945
COMPOSITION OF NET ASSETS
Capital stock, at par	$	15,153
Additional paid-in capital		176,226,902
Undistributed net investment income		2,938,202
Accumulated net realized loss on investment and foreign currency transactions		(5,638,722	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(8,947,590	)
	$	164,593,945

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	125,516,359	11,532,806	$	10.88
B	$	39,077,586	3,620,384	$	10.79

(a) An amount of $72,600 has been segregated to collateralize margin requirements for the open futures contracts outstanding at June 30, 2009.

See notes to financial statements.

15

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest (net of foreign withholding taxes of $40)	$	4,440,585
Dividends		5,588
Total investment income		4,446,173
EXPENSES
Advisory fee (see Note B)		370,396
Distribution fee—Class B		49,191
Transfer agency—Class A		1,096
Transfer agency—Class B		344
Custodian		72,936
Administrative		43,766
Audit		24,516
Printing		13,287
Legal		12,323
Directors’ fees		1,289
Miscellaneous		1,944
Total expenses		591,088
Net investment income		3,855,085
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(483,432	)
Futures		37,846
Swap contracts		1,127,740
Foreign currency transactions		202,834
Net change in unrealized appreciation/depreciation of:
Investments		8,482,373
Futures		91,025
Swap contracts		(1,184,522	)
Foreign currency denominated assets and liabilities		88,891
Net gain on investment and foreign currency transactions		8,362,755
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	12,217,840

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	3,855,085		$	7,465,700
Net realized gain (loss) on investment and foreign currency transactions		884,988			(1,324,260	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		7,477,767			(19,092,693	)
Contributions from Adviser		–0	–		233
Net increase (decrease) in net assets from operations		12,217,840			(12,951,020	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(4,631,069	)		(3,089,962	)
Class B		(1,363,648	)		(996,992	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(11,668,788	)		100,483,150
Total increase (decrease)		(5,445,665	)		83,445,176
NET ASSETS
Beginning of period		170,039,610			86,594,434
End of period (including undistributed net investment income of $2,938,202 and $5,077,834, respectively)	$	164,593,945		$	170,039,610

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009, (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

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AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Corporates—Investment Grades	$	–0	–	$	55,764,305		$	2,263,225		$	58,027,530
Mortgage Pass-Thru’s		–0	–		31,941,130			–0	–		31,941,130
Commercial Mortgage-Backed Securities		–0	–		22,683,117			–0	–		22,683,117
Governments—Treasuries		–0	–		19,764,911			1,512,660			21,277,571
Corporates—Non-Investment Grades		–0	–		8,956,176			414,317			9,370,493
Agencies		–0	–		4,109,594			–0	–		4,109,594
Asset-Backed Securities		–0	–		858,948			1,068,116			1,927,064
Quasi-Sovereigns		–0	–		126,420			1,658,875			1,785,295
Governments—Sovereign Agencies		–0	–		1,708,017			–0	–		1,708,017
Governments—Sovereign Bonds		–0	–		972,375			420,579			1,392,954
CMOs		–0	–		44,241			1,158,935			1,203,176
Emerging Markets—Sovereigns		–0	–		–0	–		869,550			869,550
Emerging Markets—Corporate Bonds		–0	–		71,420			228,113			299,533
Supranationals		–0	–		106,055			–0	–		106,055
Preferred Stocks		–0	–		6,881			68,355			75,236
		–0	–		147,113,590			9,662,725			156,776,315
Other Financial Instruments*		77,377			(114,807	)		222,492			185,062
Total	$	77,377		$	146,998,783		$	9,885,217		$	156,961,377

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

19

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	Corporates– Investment Grades			Governments– Treasuries			Corporates– Non-Investment Grades			Asset-Backed Securities			Preferred Stocks
Balance as of 12/31/08	$	782,544		$	–0	–	$	172,182		$	1,548,320		$	77,190
Accrued discounts/premiums		857			(1,285	)		335			102			–0	–
Realized gain (loss)		–0	–		–0	–		–0	–		(93,050	)		–0	–
Change in unrealized appreciation/depreciation		97,469			(54,566	)		34,098			41,187			(8,835	)
Net purchases (sales)		411,632			1,568,511			38,702			(428,443	)		–0	–
Net transfers in and/or out of Level 3		970,723			–0	–		169,000			–0	–		–0	–
Balance as of 6/30/09	$	2,263,225		$	1,512,660		$	414,317		$	1,068,116		$	68,355
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09*	$	38,738		$	–0	–	$	33,836		$	(317,785	)	$	(8,835	)
	Governments Sovereign Bonds			CMOs			Emerging Markets– Sovereigns			Emerging Markets– Corporate- Bonds			Quasi- Sovereigns
Balance as of 12/31/08	$	7,709,551		$	1,239,649		$	140,970		$	–0	–	$	619,108
Accrued discounts/premiums		(2,447	)		33			(15	)		–0	–		551
Realized gain (loss)		657,187			328			(13,321	)		–0	–		(84,216	)
Change in unrealized appreciation/depreciation		(952,469	)		52,308			16,575			–0	–		70,357
Net purchases (sales)		(7,411,821	)		(133,383	)		725,341			–0	–		(324,210	)
Net transfers in and/or out of Level 3		420,578			–0	–		–0	–		228,113			1,377,285
Balance as of 6/30/09	$	420,579		$	1,158,935		$	869,550		$	228,113		$	1,658,875
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09*	$	–0	–	$	(80,714	)	$	–0	–	$	–0	–	$	66,700
	Interest Rate Swap			Total
Balance as of 12/31/08	$	–0	–		12,289,514
Accrued discounts/premiums		–0	–		(1,869	)
Realized gain (loss)		–0	–		466,928
Change in unrealized appreciation/depreciation		–0	–		(703,876	)
Net purchases (sales)		–0	–		(5,553,671	)
Net transfers in and/or out of Level 3		222,492			3,388,191
Balance as of 6/30/09	$	222,492			9,885,217
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09*	$	–0	–		(268,060	)

* The unrealized depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

3. 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

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AllianceBernstein Variable Products Series Fund

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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30. 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. (see Note D.1.)

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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.

During the year ended December 31, 2008, the Adviser reimbursed the portfolio $233 for losses incurred due to a trade processing error.

21

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Pursuant to the investment advisory agreement, the Portfolio paid $43,766 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $523, 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 $576 for the six months ended June 30, 2009.

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 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, 2009, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	29,296,924	$	34,067,410
U.S. government securities		60,800,644		61,170,034

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

Gross unrealized appreciation	$	3,700,728
Gross unrealized depreciation		(12,837,862	)
Net unrealized depreciation	$	(9,137,134	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making a direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures Contracts

The Portfolio may buy or sell 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 instruments and the imperfect correlation between movements in the price of the futures contracts and

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AllianceBernstein Variable Products Series Fund

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.

• 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, 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• 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 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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

• 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,

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swap agreements to provide value and recourse to the Fund or its counterparties in the event of a default, bankruptcy or insolvency by one of the parties to the swap agreement.

• Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap contracts. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

A Portfolio may enter into interest rate swap transactions to reserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

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 interim 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 counterparty risk. This risk is mitigated by having a master netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. 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 realized gain/loss on swaps on the statement of operations, in addition to any realized gain/loss recorded upon the termination of swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	203,048	Unrealized depreciation of forward currency exchange contracts	$	317,855
Interest rate contracts				Payable for variation margin on futures contracts		77,377	*
Interest rate swap contracts	Unrealized appreciation of interest rate swap contracts		222,492
Total		$	425,540		$	395,232

* Includes cumulative appreciation/(depreciation) of futures contracts as reported in portfolio of investments. Only variation margin receivable/payable at period end is reported within the statement of assets & liabilities.

24

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009:

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	77,958	$	(16,954	)
Interest rate contracts	Net realized gain (loss) on transactions from futures; change in unrealized appreciation (depreciation) of futures		37,846		91,025
Interest rate swap contracts	Net realized gain or (loss) on transactions from interest rate swaps; change in unrealized appreciation (depreciation) of interest rate swaps		1,127,740		(1,184,522	)
Total		$	1,243,544	$	(1,110,451	)

2. 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).

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, 2009, the Portfolio had no transactions in dollar rolls.

25

INTERMEDIATE BOND 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	429,244		889,328		$	4,512,149		$	9,800,251
Shares issued in reinvestment of dividends	435,251		275,397			4,631,069			3,089,962
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	–0	–	9,547,574			–0	–		106,562,852
Shares redeemed	(1,629,494	)	(4,045,124	)		(17,455,174	)		(43,829,291	)
Net increase (decrease)	(764,999	)	6,667,175		$	(8,311,956	)	$	75,623,774
Class B
Shares sold	214,944		527,791		$	2,237,775		$	5,931,418
Shares issued in reinvestment of dividends	129,882		89,497			1,363,647			996,992
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	–0	–	3,110,268			–0	–		34,459,827
Shares redeemed	(658,828	)	(1,531,497	)		(6,958,254	)		(16,528,861	)
Net increase (decrease)	(314,002	)	2,196,059		$	(3,356,832	)	$	24,859,376

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 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 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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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.

26

AllianceBernstein Variable Products Series Fund

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, 2009. Effective July 16, 2009, the facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008			2007
Distributions paid from:
Ordinary income	$	4,086,954		$	4,145,618
Net long-term capital gains		–0	–		–0	–
Total taxable distributions		4,086,954			4,145,618
Total distributions paid	$	4,086,954		$	4,145,618

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,951,955
Accumulated capital and other losses		(7,228,753	)(a)
Unrealized appreciation/(depreciation)		(16,594,436	)(b)
Total accumulated earnings/(deficit)	$	(17,871,234	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $6,443,879 (of which approximately $4,873,968 and $545,980, respectively, were attributable to the purchase of net assets of AllianceBernstein High Yield Portfolio and AllianceBernstein Global Bond Portfolio) of which $4,208,388 expires in the year 2009, $125,778 expires in the year 2012, $749,515 expires in the year 2013, $357,884 expires in the year 2014, $336,267 expires in the year 2015 and $666,047 expires in the year 2016. During the fiscal year, the Portfolio had capital loss carryforwards expire of $2,890,265. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. As a result of the merger with AllianceBernstein High Yield Portfolio and AllianceBernstein Global Bond Portfolio into the Portfolio, various limitations and reductions regarding the future utilization of certain capital loss carryforwards were applied, based on certain provisions in the Internal Revenue Code. Net capital and 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, 2008, the Portfolio defers post October foreign currency losses of $708,162 to January 1, 2009. As of December 31, 2008, the Portfolio also had deferred straddle losses of $76,712.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the difference between book and tax treatment of swap income, and the realization 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 and AllianceBernstein Global Bond 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”), 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. 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 total net unrealized appreciation of

27

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

investments and foreign currency denominated assets and liabilities of $2,895,655), 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.

28

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$10.50		$11.78		$11.78		$11.82		$12.28		$12.56
Income From Investment Operations
Net investment income (a)	.25		.51		.54		.50		.41		.32	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.54		(1.22	)	.01		(.06	)	(.17	)	.12
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.79		(.71	)	.55		.44		.24		.44
Less: Dividends and Distributions
Dividends from net investment income	(.41	)	(.57	)	(.55	)	(.48	)	(.36	)	(.36	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	(.34	)	(.36	)
Total dividends and distributions	(.41	)	(.57	)	(.55	)	(.48	)	(.70	)	(.72	)
Net asset value, end of period	$10.88		$10.50		$11.78		$11.78		$11.82		$12.28
Total Return
Total investment return based on net asset value (d)	7.63	%*	(6.38	)%*	4.85	%	3.93	%	1.98	%	3.77	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$125,516		$129,111		$66,305		$71,655		$83,329		$102,543
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.66	%(e)	.64	%	.78	%	.77	%(f)	.71	%	.68	%
Expenses, before waivers and reimbursements	.66	%(e)	.64	%	.78	%	.77	%(f)	.71	%	.78	%
Net investment income	4.74	%(e)	4.72	%	4.58	%	4.25	%(f)	3.37	%(b)	2.46	%(b)
Portfolio turnover rate	60	%	106	%	90	%	327	%	529	%	662	%

See footnote summary on page 30.

29

INTERMEDIATE BOND 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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$10.40		$11.67		$11.67		$11.72		$12.18		$12.47
Income From Investment Operations
Net investment income (a)	.24		.48		.50		.46		.38		.28	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.54		(1.21	)	.02		(.06	)	(.17	)	.13
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.78		(.73	)	.52		.40		.21		.41
Less: Dividends and Distributions
Dividends from net investment income	(.39	)	(.54	)	(.52	)	(.45	)	(.33	)	(.34	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	(.34	)	(.36	)
Total dividends and distributions	(.39	)	(.54	)	(.52	)	(.45	)	(.67	)	(.70	)
Net asset value, end of period	$10.79		$10.40		$11.67		$11.67		$11.72		$12.18
Total Return
Total investment return based on net asset value (d)	7.54	%*	(6.59	)%*	4.60	%	3.59	%	1.75	%	3.52	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$39,078		$40,929		$20,289		$22,340		$24,716		$25,744
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.91	%(e)	.89	%	1.03	%	1.02	%(f)	.96	%	.93	%
Expenses, before waivers and reimbursements	.91	%(e)	.89	%	1.03	%	1.02	%(f)	.96	%	1.03	%
Net investment income	4.49	%(e)	4.47	%	4.32	%	4.01	%(f)	3.14	%(b)	2.19	%(b)
Portfolio turnover rate	60	%	106	%	90	%	327	%	529	%	662	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009 and the year ended December 31, 2008 by .01% and .09%, respectively.

See notes to financial statements.

30

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 Intermediate Bond Portfolio (the “Portfolio”).^2,3 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 September 1, 2004 Assurance of Discontinuance (“AoD”) 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.⁴

Category	Net Assets 09/30/08 ($MIL)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$	190.3	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	Intermediate Bond 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.

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 22, 2008.

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 It should be noted that on April 25, 2008, the Portfolio, U.S. Government / High Grade Portfolio, acquired the assets of other fixed income series of the Fund, including Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio and High Yield Portfolio, and was renamed Intermediate Bond Portfolio.

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

31

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
Intermediate Bond Portfolio5	Class A    0.78% Class B    1.03%	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 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. 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 substantially similar investment styles as the Portfolio.⁶ 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 September 30, 2008 net assets:

Portfolio	Net Assets 09/30/08 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Intermediate Bond Portfolio	$	190.3	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum Account Size: $25 million	0.247	%	0.450	%

5 As previously mentioned, the combined Portfolio’s pro-forma expense ratios, based on estimates at the time of the merger, are 0.63% and 0.88% for Classes A and B shares, respectively.

6 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.

32

AllianceBernstein Variable Products Series Fund

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. Intermediate Duration Portfolio of SCB Fund has a similar investment style as the Portfolio. Set forth in the table below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule on Intermediate Duration Portfolio been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2008 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee	Portfolio Advisory Fee
Intermediate Bond Portfolio	Intermediate Duration Portfolio	50 bp on 1st $1 billion 45 bp on next $2 billion 40 bp on next $2 billion 35 bp on next $2 billion 30 on the balance	0.500%	0.450%

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have similar investment styles as the Portfolio and their fee schedules are set forth below. ABMF was also affected by the Adviser’s settlement with the NYAG. As a result, Intermediate Bond Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc.—Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2008 net assets and the Portfolio’s advisory fee:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee	Portfolio Advisory Fee
Intermediate Bond Portfolio	Bond Fund, Inc.—Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	0.450%	0.450%
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio7	0.50% on first $1 billion 0.45% on the balance	0.500%	0.450%

The Adviser represented that it does not sub-advise any registered investment company that has a similar investment strategy 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 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, and expense components and attributes. An EG will typically consist of seven to twenty funds.

7 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the 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” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

33

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 a similar but not the same Lipper classification/objective as the Portfolio.

Portfolio	Contractual Management Fee10	Lipper Exp. Group Median	Rank
Intermediate Bond Portfolio11	0.450	0.525	4/13

However, 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.¹² A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹³ 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. Pro-forma total expense ration information (shown in bold and italicized) is included in the table below¹⁴:

Portfolio	Expense Ratio (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Intermediate Bond Portfolio	0.781	0.639	12/13	0.620	35/36
pro-forma	0.630	0.639	7/13	0.620	22/36

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 research expenses the Adviser would otherwise incur.

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 The Portfolio’s EG includes the Portfolio, six other A-rated Corporate Debt Funds and six BBB-rated Corporate Debt funds.

12 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.

13 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.

14 Pro-forma shows what the total expense ratio of the Portfolio would have been had the changes made to the expense cap of the Portfolio been in effect during the Portfolio’s entire fiscal year.

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

34

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 and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, 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 it 0.25%. During the fiscal year ended December 31, 2007, ABI received $52,521 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 $454,119 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.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁶ During the most recently completed fiscal year, ABIS received a fee of $786 from the Portfolio.¹⁷

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 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 Deli¹⁹ 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.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 assets under management (“AUM”), family AUM, index fund indicator and investment style. 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 fund size and the large asset manager’s proportion of mutual fund assets to non-mutual fund assets.

16 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.

17 The Portfolio (which includes the Portfolio and other series of the Portfolio) 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 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.

35

INTERMEDIATE BOND 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 $590 billion as of September 30, 2008, 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 performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”)²² and Lipper Performance Universe (“PU”) for the periods ended July 31, 2008.²³

Portfolio	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	1.91	1.90	1.91	3/7	10/20
3 year	2.66	2.66	2.97	4/7	12/20
5 year	3.39	3.39	3.74	4/7	14/20
10 year	4.50	4.65	4.69	5/7	13/20

Set forth below are the 1, 3, 5, 10 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 for the Portfolio is also shown.²⁶

	Periods Ending July 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Intermediate Bond Portfolio	1.90	2.66	3.39	4.50	5.16	3.44	0.27	10
Lehman Brothers Government Bond Index	8.62	5.17	4.75	5.73	6.19	4.27	0.51	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 25, 2008

21 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.

22 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.

23 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.

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 the periods through July 31, 2008.

26 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.

36

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,111.80	$	5.50	1.05	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.59	$	5.26	1.05	%
Class B
Actual	$	1,000	$	1,110.69	$	6.80	1.30	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.35	$	6.51	1.30	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Industrial & Commercial Bank of China Ltd.—Class H	$	3,947,623	3.0	%
Tesco PLC		3,732,421	2.8
Credit Suisse Group AG		3,558,116	2.7
Standard Chartered PLC		3,488,916	2.6
Investimentos Itau SA		2,924,440	2.2
British American Tobacco PLC		2,651,792	2.0
ArcelorMittal (Euronext Amsterdam)		2,347,413	1.7
Roche Holding AG		2,258,381	1.7
BG Group PLC		2,250,016	1.7
Vodafone Group PLC		2,201,970	1.6
	$	29,361,088	22.0	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	31,159,376	23.8	%
Energy		15,450,362	11.8
Industrials		13,299,562	10.2
Consumer Staples		13,008,637	10.0
Materials		12,540,989	9.6
Consumer Discretionary		11,518,612	8.8
Information Technology		10,498,327	8.0
Health Care		10,345,027	7.9
Telecommunication Services		9,723,995	7.4
Utilities		3,204,398	2.5
Total Investments	$	130,749,285	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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	35,039,353	27.2	%
Japan		12,847,674	9.8
Switzerland		11,706,327	9.0
Germany		10,114,288	7.7
Brazil		8,915,703	6.8
France		8,571,905	6.6
China		6,830,839	5.2
Australia		4,071,875	3.1
Canada		3,898,260	3.0
Spain		3,803,801	2.9
Italy		3,009,837	2.3
Netherlands		2,782,934	2.1
Taiwan		2,448,166	1.9
Other*		16,708,323	12.4
Total Investments	$	130,749,285	100.0	%

* “Other” country weightings represent 1.5% or less in the following countries: Belgium, Denmark, Egypt, Greece, Hong Kong, India, Israel, Mexico, Russia, Singapore, South Africa, South Korea, Sweden, Thailand, Turkey and United States.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.7%
FINANCIALS–23.3%
CAPITAL MARKETS–9.2%
Credit Suisse Group AG	77,661	$	3,558,116
ICAP PLC	180,815		1,346,707
Julius Baer Holding AG	48,966		1,904,396
Macquarie Group Ltd.	47,227		1,478,517
Man Group PLC	475,938		2,181,648
Partners Group Holding AG	19,023		1,850,400
			12,319,784
COMMERCIAL BANKS–11.2%
Commercial International Bank	45,564		397,480
ICICI Bank Ltd.	94,234		1,412,915
Industrial & Commercial Bank of China Ltd.–Class H	5,699,000		3,947,623
Investimentos Itau SA	11,554		50,886
Investimentos Itau SA	652,460		2,873,554
Siam Commercial Bank PCL	909,300		2,001,688
Standard Chartered PLC	185,551		3,488,916
United Overseas Bank Ltd.	86,000		867,809
			15,040,871
DIVERSIFIED FINANCIAL SERVICES–1.4%
Companhia Brasileira de Meios de Pagamento(a)	28,900		248,515
Deutsche Boerse AG	9,093		707,662
IG Group Holdings PLC	190,589		879,652
			1,835,829
INSURANCE–1.5%
Hannover Rueckversicherung AG(a)	16,722		618,172
Prudential PLC	196,727		1,344,720
			1,962,892
			31,159,376
ENERGY–11.6%
ENERGY EQUIPMENT & SERVICES–3.6%
Saipem SpA	55,088		1,345,891
Schlumberger Ltd.	21,000		1,136,310
Tenaris SA	88,973		1,213,770
WorleyParsons Ltd.	56,213		1,071,328
			4,767,299
OIL, GAS & CONSUMABLE FUELS–8.0%
BG Group PLC	133,614		2,250,016
BP PLC	228,939		1,809,032
LUKOIL (OTC US) (Sponsored ADR)	23,702		1,054,407
Petroleo Brasileiro SA (Sponsored ADR)	45,500		1,517,880
Santos Ltd.	69,436		813,554
Suncor Energy, Inc. (New York Stock Exchange)	37,800		1,146,852

Company	Shares	U.S. $ Value
Suncor Energy, Inc. (Toronto Stock Exchange)	12,376	$	376,339
Tullow Oil PLC	110,730		1,714,983
			10,683,063
			15,450,362
INDUSTRIALS–9.9%
AEROSPACE & DEFENSE–1.0%
BAE Systems PLC	231,204		1,291,972
CONSTRUCTION & ENGINEERING–0.4%
Aveng Ltd.	121,928		553,493
ELECTRICAL EQUIPMENT–1.6%
Gamesa Corp. Tecnologica SA	58,605		1,117,316
Schneider Electric SA	14,013		1,072,530
			2,189,846
INDUSTRIAL CONGLOMERATES–2.1%
Siemens AG	26,970		1,865,047
Smiths Group PLC	81,264		940,288
			2,805,335
MACHINERY–2.7%
AB SKF	32,908		406,735
Charter International PLC	78,163		557,276
Kubota Corp.	106,000		872,907
MAN AG	19,567		1,203,950
NGK Insulators Ltd.	28,000		570,689
			3,611,557
ROAD & RAIL–0.7%
Canadian National Railway Co.	23,099		992,354
TRADING COMPANIES & DISTRIBUTORS–0.8%
Mitsui & Co. Ltd.	90,800		1,075,951
TRANSPORTATION INFRASTRUCTURE–0.6%
China Merchants Holdings International Co. Ltd.	272,000		779,054
			13,299,562
CONSUMER STAPLES–9.7%
BEVERAGES–1.4%
Anheuser-Busch InBev NV	37,610		1,363,723
Pernod-Ricard SA	8,807		556,810
			1,920,533
FOOD & STAPLES RETAILING–2.8%
Tesco PLC	639,130		3,732,421

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
FOOD PRODUCTS–2.1%
Groupe Danone	8,818	$	437,240
Nestle SA	51,144		1,931,118
Unilever NV	18,007		435,520
			2,803,878
HOUSEHOLD PRODUCTS–1.4%
Reckitt Benckiser Group PLC	41,605		1,900,013
TOBACCO–2.0%
British American Tobacco PLC	96,065		2,651,792
			13,008,637
MATERIALS–9.3%
CONSTRUCTION MATERIALS–0.4%
Anhui Conch Cement Co. Ltd.–Class H	84,000		522,475
METALS & MINING–8.9%
ArcelorMittal (Euronext Amsterdam)	70,307		2,347,413
BHP Billiton PLC	35,946		810,173
Cia Vale do Rio Doce (Sponsored ADR)–Class B	82,050		1,259,468
Equinox Minerals Ltd.(a)(b)	306,343		708,475
Equinox Minerals Ltd. (Toronto Stock Exchange)(a)	351,871		813,767
Gerdau SA	142,500		1,494,450
Rio Tinto PLC	23,205		803,621
Sumitomo Metal Mining Co. Ltd.	105,000		1,475,025
Usinas Siderurgicas de Minas Gerais SA (preference shares)–Class A	49,400		1,057,581
Xstrata PLC	102,008		1,108,649
			11,878,622
			12,401,097
CONSUMER DISCRETIONARY–8.6%
AUTO COMPONENTS–0.9%
Denso Corp.	47,100		1,207,298
AUTOMOBILES–1.8%
Bayerische Motoren Werke AG	31,870		1,203,893
Nissan Motor Co. Ltd.	146,400		888,486
Volkswagen AG	1,034		350,304
			2,442,683
HOTELS, RESTAURANTS & LEISURE–1.6%
Carnival PLC	59,583		1,586,910
Lottomatica SpA	23,314		450,176
OPAP, SA	4,377		116,713
			2,153,799

Company	Shares	U.S. $ Value
HOUSEHOLD DURABLES–0.6%
Panasonic Corp.	56,900	$	766,590
MEDIA–2.7%
British Sky Broadcasting Group PLC	30,713		230,553
Eutelsat Communications	72,815		1,884,690
Pearson PLC	46,144		464,683
SES SA (FDR)	55,115		1,053,912
			3,633,838
MULTILINE RETAIL–0.1%
Next PLC	6,494		157,339
SPECIALTY RETAIL–0.7%
Hennes & Mauritz AB–Class B	12,919		645,101
Nitori Co. Ltd.	4,350		308,047
			953,148
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Compagnie Financiere Richemont SA(a)	9,781		203,917
			11,518,612
INFORMATION TECHNOLOGY–7.9%
COMMUNICATIONS EQUIPMENT–0.4%
Research In Motion Ltd.(a)	8,004		568,947
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–3.6%
AU Optronics Corp. (Sponsored ADR)	81,300		786,984
FUJIFILM Holdings Corp.	39,300		1,250,715
HON HAI Precision Industry Co. Ltd.	221,950		680,660
Hoya Corp.	20,100		402,641
Keyence Corp.	6,460		1,316,088
Murata Manufacturing Co. Ltd.	10,000		426,794
			4,863,882
IT SERVICES–0.5%
Cap Gemini SA	17,710		655,440
OFFICE ELECTRONICS–0.7%
Canon, Inc.	16,200		529,157
Ricoh Co. Ltd.	26,000		334,937
			864,094
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.3%
Samsung Electronics Co. Ltd.	1,586		733,310
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	104,200		980,522
			1,713,832

5

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

Company	Shares	U.S. $ Value
SOFTWARE–1.4%
SAP AG	32,602	$	1,314,461
Shanda Interactive Entertainment Ltd. (Sponsored ADR)(a)	9,900		517,671
			1,832,132
			10,498,327
Health Care–7.7%
BIOTECHNOLOGY–0.6%
Grifols SA	42,420		752,483
HEALTH CARE PROVIDERS & SERVICES–0.7%
Fresenius Medical Care AG & Co. KGaA	21,413		962,225
PHARMACEUTICALS–6.4%
AstraZeneca PLC	19,074		841,019
Bayer AG	17,615		946,635
GlaxoSmithKline PLC	65,808		1,162,386
Novo Nordisk A/S–Class B	10,866		591,819
Roche Holding AG	16,575		2,258,381
Sanofi-Aventis	19,254		1,137,717
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	34,300		1,692,362
			8,630,319
			10,345,027
TELECOMMUNICATION SERVICES–7.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.9%
China Unicom Hong Kong Ltd.	108,000		143,600
Global Village Telecom Holding SA(a)	24,900		413,369
Iliad SA	8,282		805,416
Telefonica SA	85,162		1,934,001
Vimpel-Communications (Sponsored ADR)(a)	43,985		517,704
			3,814,090

Company	Shares	U.S. $ Value
WIRELESS TELECOMMUNICATION SERVICES–4.4%
America Movil SAB de CV Series L (ADR)	26,700	$	1,033,824
China Mobile Ltd.	107,000		1,071,327
Idea Cellular Ltd.(a)	48,684		72,242
MTN Group Ltd.	50,419		774,356
NTT DoCoMo, Inc.	517		756,184
Vodafone Group PLC	1,132,154		2,201,972
			5,909,905
			9,723,995
UTILITIES–2.4%
ELECTRIC UTILITIES–1.2%
E.ON AG	26,535		941,939
The Kansai Electric Power Co., Inc.	30,200		666,165
			1,608,104
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.5%
China Resources Power Holdings Co.	284,000		628,144
MULTI-UTILITIES–0.7%
GDF Suez	25,864		968,150
			3,204,398
Total Common Stocks (cost $130,519,061)			130,609,393
RIGHTS–0.1%
MATERIALS–0.1%
METALS & MINING–0.1%
Rio Tinto PLC(a) (cost $152,180)	12,182		139,892
TOTAL INVESTMENTS–97.8% (cost $130,671,241)			130,749,285
Other assets less liabilities–2.2%			2,974,842
NET ASSETS–100.0%		$	133,724,127

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/17/09	5,461	$	3,941,750	$	4,384,259	$	442,509
Australian Dollar settling 8/17/09	1,553		1,142,542		1,246,796		104,254
Australian Dollar settling 8/17/09	1,872		1,421,784		1,502,899		81,115
Australian Dollar settling 8/17/09	6,339		4,878,558		5,089,144		210,586
Australian Dollar settling 8/17/09	1,682		1,340,133		1,350,361		10,228

6

AllianceBernstein Variable Products Series Fund

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
British Pound settling 8/17/09	2,917	$	4,762,440	$	4,798,818	$	36,378
British Pound settling 8/17/09	1,050		1,737,750		1,727,377		(10,373	)
British Pound settling 8/17/09	813		1,343,970		1,337,483		(6,487	)
Euro settling 8/17/09	1,499		1,989,818		2,102,839		113,021
Euro settling 8/17/09	421		561,319		590,590		29,271
Euro settling 8/17/09	2,334		3,171,556		3,274,200		102,644
Euro settling 8/17/09	4,117		5,840,376		5,775,441		(64,935	)
Euro settling 8/17/09	1,180		1,654,041		1,655,336		1,295
Japanese Yen settling 8/17/09	113,938		1,190,936		1,183,391		(7,545	)
Japanese Yen settling 8/17/09	1,158,207		12,054,109		12,029,448		(24,661	)
Japanese Yen settling 8/17/09	329,281		3,437,423		3,420,001		(17,422	)
New Zealand Dollar settling 8/17/09	9,334		5,594,333		6,004,740		410,407
Norwegian Krone settling 8/17/09	25,750		3,979,354		3,999,481		20,127
Norwegian Krone settling 8/17/09	9,320		1,452,324		1,447,579		(4,745	)
Sale Contracts:
British Pound settling 8/17/09	1,868		2,785,188		3,073,086		(287,898	)
British Pound settling 8/17/09	419		615,972		689,306		(73,334	)
British Pound settling 8/17/09	494		721,561		812,690		(91,129	)
British Pound settling 8/17/09	661		994,210		1,087,425		(93,215	)
British Pound settling 8/17/09	13,782		21,345,286		22,673,058		(1,327,772	)
Canadian Dollar settling 8/17/09	719		594,019		618,326		(24,307	)
Canadian Dollar settling 8/17/09	501		413,026		430,850		(17,824	)
Canadian Dollar settling 8/17/09	1,732		1,486,632		1,489,485		(2,853)
Canadian Dollar settling 8/17/09	707		611,264		608,006		3,258
Canadian Dollar settling 8/17/09	1,199		1,031,709		1,031,116		593
Euro settling 8/17/09	4,303		6,048,727		6,036,367		12,360
Japanese Yen settling 8/17/09	228,596		2,408,809		2,374,259		34,550
Japanese Yen settling 8/17/09	537,898		5,569,456		5,586,753		(17,297	)
Japanese Yen settling 8/17/09	314,493		3,267,392		3,266,409		983
Japanese Yen settling 8/17/09	329,281		3,358,468		3,420,001		(61,533	)
Japanese Yen settling 8/17/09	191,158		1,949,697		1,985,419		(35,722	)
Swedish Krona settling 8/17/09	2,774		360,316		359,534		782
Swiss Franc settling 8/17/09	725		655,711		667,651		(11,940	)
Swiss Franc settling 8/17/09	6,363		5,728,098		5,859,678		(131,580	)

(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, 2009, the market value of this security amounted to $708,475 or 0.5% of net assets.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $130,671,241)	$	130,749,285
Cash		2,029,398
Foreign currencies, at value (cost $1,442,851)		1,411,600
Unrealized appreciation of forward currency exchange contracts		1,614,361
Receivable for investment securities sold		6,068,658
Dividends receivable		651,925
Receivable for capital stock sold		157,932
Total assets		142,683,159
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		2,312,572
Payable for investment securities purchased and foreign currency contracts		5,978,252
Payable for capital stock redeemed		305,336
Foreign capital gain tax payable		104,187
Advisory fee payable		83,220
Administrative fee payable		29,840
Distribution fee payable		10,791
Transfer Agent fee payable		47
Accrued expenses		134,787
Total liabilities		8,959,032
NET ASSETS	$	133,724,127
COMPOSITION OF NET ASSETS
Capital stock, at par	$	10,109
Additional paid-in capital		204,705,872
Distributions in excess of net investment income		(1,515,671	)
Accumulated net realized loss on investment and foreign currency transactions		(68,729,233	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(746,950	)
	$	133,724,127

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	81,084,379	6,111,266	$	13.27
B	$	52,639,748	3,998,063	$	13.17

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $227,481)	$	2,353,395
Interest		992
Total investment income		2,354,387
EXPENSES
Advisory fee (see Note B)		438,770
Distribution fee—Class B		55,237
Transfer agency—Class A		1,048
Transfer agency—Class B		642
Custodian		75,931
Administrative		45,840
Audit		28,345
Legal		12,221
Printing		5,471
Directors’ fees		1,250
Miscellaneous		4,860
Total expenses		669,615
Net investment income		1,684,772
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(28,723,924	)
Foreign currency transactions		1,600,434
Net change in unrealized appreciation/depreciation of:
Investments		41,495,937	(a)
Foreign currency denominated assets and liabilities		(3,843,314	)
Net gain on investment and foreign currency transactions		10,529,133
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	12,213,905

(a) Net of accrued foreign capital gain taxes of $125,635.

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, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,684,772		$	3,360,311
Net realized loss on investment and foreign currency transactions		(27,123,490	)		(41,516,782	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		37,652,623			(76,954,686	)
Contributions from Adviser		–0	–		13,762
Net increase (decrease) in net assets from operations		12,213,905			(115,097,395	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,925,111	)		–0	–
Class B		(2,361,509	)		–0	–
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(2,519,650	)
Class B		–0	–		(1,046,092	)
CAPITAL STOCK TRANSACTIONS
Net increase		2,029,717			21,155,538
Total increase (decrease)		7,957,002			(97,507,599	)
NET ASSETS
Beginning of period		125,767,125			223,274,724
End of period (including distributions in excess of net investment income and undistributed net investment income of ($1,515,671) and $3,086,177, respectively)	$	133,724,127		$	125,767,125

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio 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

11

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

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Financials	$	3,172,955		$	25,984,733		$	2,001,688		$	31,159,376
Energy		4,177,381			11,272,981			–0	–		15,450,362
Industrials		992,355			12,307,207			–0	–		13,299,562
Consumer Staples		–0	–		13,008,637			–0	–		13,008,637
Materials		8,624,667			3,916,322			–0	–		12,540,989
Consumer Discretionary		–0	–		11,518,612			–0	–		11,518,612
Information Technology		2,854,124			7,644,203			–0	–		10,498,327
Health Care		1,692,362			8,652,665			–0	–		10,345,027
Telecommunication Services		1,964,897			7,759,098			–0	–		9,723,995
Utilities		–0	–		3,204,398			–0	–		3,204,398
		23,478,741			105,268,856	+		2,001,688			130,749,285
Other Financial Instruments*		–0	–		(698,211	)		–0	–		(698,211	)
Total	$	23,478,741		$	104,570,645		$	2,001,688		$	130,051,074

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Fund values its securities which may materially affect the value of securities trading in such markets. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments.

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

	Financials
Balance as of 12/31/08	$	1,741,327
Accrued discounts /premiums		–0	–
Realized gain (loss)		(2,489,288	)
Change in unrealized appreciation/depreciation		2,964,857
Net purchases (sales)		(215,208	)
Net transfers in and/or out of Level 3		–0	–
Balance as of 6/30/09	$	2,001,688
Net change in unrealized appreciation/depreciation from investments held as of 6/30/09	$	745,161	*

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

12

AllianceBernstein Variable Products Series Fund

3. 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.

4. 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.

In accordance with FASB Interpretation No.48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about faire value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements (see Note D.1).

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

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 year ended December 31, 2008 the Adviser made a payment of $13,762 to the Portfolio in connection with a trading error.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $150,736, 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 $576 for the six months ended June 30, 2009.

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	71,781,438		$	72,675,795
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	$	13,424,115
Gross unrealized depreciation		(13,346,071	)
Net unrealized appreciation	$	78,044

14

AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	1,614,361	Unrealized depreciation of forward currency exchange contracts	$2,312,572

15

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

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009:

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,618,576	$(3,870,709)

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	314,100		1,768,205		$	3,952,910		$	31,829,711
Shares issued in reinvestment of dividends and distributions	288,187		106,991			3,925,111			2,519,650
Shares redeemed	(919,404	)	(2,102,875	)		(10,702,249	)		(39,787,413	)
Net decrease	(317,117	)	(227,679	)	$	(2,824,228	)	$	(5,438,052	)
Class B
Shares sold	627,662		2,209,963		$	7,686,626		$	42,722,983
Shares issued in reinvestment of dividends and distributions	174,668		44,724			2,361,509			1,046,092
Shares redeemed	(455,940	)	(933,277	)		(5,194,190	)		(17,175,485	)
Net increase	346,390		1,321,410		$	4,853,945		$	26,593,590

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

16

AllianceBernstein Variable Products Series Fund

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	1,401,613	$	9,637,168
Long-term capital gains		2,164,129		36,400,206
Total taxable distributions		3,565,742		46,037,374
Total distributions paid	$	3,565,742	$	46,037,374

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	6,258,675
Accumulated capital and other losses		(36,921,553	)(a)
Unrealized appreciation/(depreciation)		(46,256,261	)(b)
Total accumulated earnings/(deficit)	$	(76,919,139	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $23,898,949 of which $23,898,949 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital loss 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, 2008, the Portfolio defers to January 1, 2009 post October capital losses of $13,022,604.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gain/losses on certain derivative instruments.

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.

17

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

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.

18

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$12.52		$24.89		$30.37		$24.27		$20.18		$16.28
Income From Investment Operations
Net investment income (a)	.18		.38		.20		.30		.25		.11	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.24		(12.35	)	5.16		6.18		3.94		3.83
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.42		(11.97	)	5.36		6.48		4.19		3.94
Less: Dividends and Distributions
Dividends from net investment income	(.67	)	–0	–	(.56	)	(.23	)	(.10	)	(.04	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.40	)	(10.28	)	(.15	)	–0	–	–0	–
Total dividends and distributions	(.67	)	(.40	)	(10.84	)	(.38	)	(.10	)	(.04	)
Net asset value, end of period	$13.27		$12.52		$24.89		$30.37		$24.27		$20.18
Total Return
Total investment return based on net asset value (d)	11.18	%	(48.85	)%*	18.13	%	27.04	%	20.84	%	24.27	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$81,084		$80,458		$165,642		$81,655		$58,438		$41,198
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.05	%(e)	.98	%	1.21	%(f)	1.23	%(f)	1.41	%	1.65	%
Expenses, before waivers and reimbursements	1.05	%(e)	.98	%	1.21	%(f)	1.23	%(f)	1.41	%	1.81	%
Net investment income	2.96	%(e)	1.93	%	.66	%(f)	1.11	%(f)	1.16	%	.65	%(b)
Portfolio turnover rate	62	%	90	%	126	%	74	%	43	%	60	%

See footnote summary on page 20.

19

INTERNATIONAL 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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$12.41		$24.73		$30.20		$24.16		$20.11		$16.24
Income From Investment Operations
Net investment income (a)	.16		.31		.13		.22		.21		.07	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.23		(12.23	)	5.11		6.16		3.91		3.82
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.39		(11.92	)	5.24		6.38		4.12		3.89
Less: Dividends and Distributions
Dividends from net investment income	(.63	)	–0	–	(.43	)	(.19	)	(.07	)	(.02	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.40	)	(10.28	)	(.15	)	–0	–	–0	–
Total dividends and distributions	(.63	)	(.40	)	(10.71	)	(.34	)	(.07	)	(.02	)
Net asset value, end of period	$13.17		$12.41		$24.73		$30.20		$24.16		$20.11
Total Return
Total investment return based on net asset value (d)	11.07	%	(48.96	)%*	17.78	%	26.70	%	20.55	%	23.97	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$52,640		$45,309		$57,633		$35,321		$25,215		$14,501
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.30	%(e)	1.23	%	1.45	%(f)	1.48	%(f)	1.66	%	1.90	%
Expenses, before waivers and reimbursements	1.30	%(e)	1.23	%	1.45	%(f)	1.48	%(f)	1.66	%	2.06	%
Net investment income	2.75	%(e)	1.63	%	.45	%(f)	.81	%(f)	.95	%	.41	%(b)
Portfolio turnover rate	62	%	90	%	126	%	74	%	43	%	60	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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 year ended December 31, 2008 by 0.01%.

See notes to financial statements.

20

INTERNATIONAL GROWTH PORTFOLIO 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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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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(continued)	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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with 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, 2009, except as noted below and (in the case of comparisons with the MSCI World Index) the since inception period (September 1994 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, 5th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3-year period, 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 5-year period and 1st quintile of the Performance Group and the Performance Universe for the 10-year period, and that the Portfolio outperformed the MSCI All Country World Index in the 5-year period and underperformed that index in the 1- and 3-year periods (no information was available for the 10-year or since inception periods) and outperformed the MSCI World Index in the 5- and 10-year and since inception periods and underperformed that index in the 1- and 3-year periods. The directors also reviewed performance information for periods ended March 31, 2009 (for which the data was not limited to Class A Shares), and noted that in 2009 the Fund underperformed the Lipper VA International Growth Funds Average but outperformed both indices. 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style similar to that of 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.

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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. 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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 5 basis point impact of the administrative expense reimbursement in the latest fiscal year, 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 the 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.

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INTERNATIONAL GROWTH PORTFOLIO 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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	101.1	International 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 $94,250 (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
International Growth Portfolio	Class A    0.98% Class B    1.23%	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, 2009 and presented to the Board of Directors on May 5-7, 2009.

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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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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
International Growth Portfolio5	$	101.1	International Large Cap Growth Schedule 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on the balance Minimum account size $25m	0.598	0.750

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.⁶ 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 (%)	Effective 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

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 Fees shown for the International Large Cap Growth Strategy are similar, but more concentrated than the Portfolio’s strategy.

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.

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(continued)	AllianceBernstein Variable Products Series Fund

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
International Growth Portfolio	0.750	0.953	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 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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹¹

Portfolio	Expense Ratio (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Growth Portfolio	0.978	1.060	3/12	1.008	8/26

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

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

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AllianceBernstein Variable Products Series Fund

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 2008, relative to 2007.¹³

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $141,560 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, 2008, the Adviser determined that it made payment in the amount of $286,741 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 $969 from the Portfolio.¹⁴

The Portfolio may affect 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. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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

13 The Adviser’s profitability increased in 2008 as the Portfolio’s average AUM increased from $132 million in 2007 to $202.6 million in 2008.

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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

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(continued)	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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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, 2009.²⁰

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–49.15	–42.77	–46.96	11/12	25/35
3 year	–13.80	–10.78	–13.53	10/12	18/31
5 year	0.37	0.37	–0.25	6/11	8/23
10 year	3.84	1.02	0.70	1/10	3/17

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

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

17 The two dimensional analysis 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 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, 2009.

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.

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AllianceBernstein Variable Products Series Fund

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
International Growth Portfolio	–49.15	–13.80	0.37	3.84	6.16	20.13	–0.03	5
MSCI All Country World ex US Index (Net)	–45.01	–11.81	0.36	N/A	N/A	18.16	–0.06	5
MSCI World ex US Index (Net)	–43.75	–12.05	–0.34	0.19	2.66	N/A	N/A	N/A
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 1, 2009

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,077.83	$	4.28	0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.68	$	4.16	0.83	%
Class B
Actual	$	1,000	$	1,075.93	$	5.56	1.08	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.44	$	5.41	1.08	%

* Expenses are equal to each classes' annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
BP PLC	$	47,395,825	2.3	%
Royal Dutch Shell PLC (Euronext Amsterdam)—Class A		44,449,114	2.1
Vodafone Group PLC		43,346,019	2.1
Telefonica SA		34,323,404	1.7
Nokia OYJ		31,860,524	1.5
GlaxoSmithKline PLC		31,758,609	1.5
Sanofi-Aventis		30,757,881	1.5
Total SA		28,981,138	1.4
E.ON AG		28,405,484	1.4
BNP Paribas SA		27,853,627	1.3
	$	349,131,625	16.8	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials (Common and Rights)	$	416,854,694	26.1	%
Telecommunications Services		207,748,338	13.0
Energy		204,256,014	12.8
Health Care		139,550,851	8.7
Consumer Discretionary		125,505,763	7.9
Information Technology		124,047,084	7.8
Utilities		105,475,605	6.6
Materials		100,689,337	6.3
Consumer Staples		91,424,417	5.7
Industrials		81,858,889	5.1
Total Investments	$	1,597,410,992	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 VALUE PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	248,509,847	15.6	%
Germany		227,856,469	14.3
Japan		226,513,250	14.2
France		198,242,459	12.4
Netherlands		108,293,111	6.8
Australia		99,064,699	6.2
Italy		75,104,269	4.7
Sweden		54,597,612	3.4
South Korea		50,451,636	3.2
Canada		47,987,619	3.0
Spain		34,323,404	2.1
Switzerland		34,263,991	2.1
Finland		31,860,524	2.0
Other*		160,342,102	10.0
Total Investments	$	1,597,410,992	100.0	%

* “Other” country weightings represents 1.8% or less in the following countries: Belgium, Brazil, Czech Republic, Hong Kong, Israel, New Zealand, Norway, Russia, South Africa and Taiwan.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–76.9%
FINANCIALS–20.1%
CAPITAL MARKETS–1.6%
Credit Suisse Group AG	189,700	$	8,691,294
Deutsche Bank AG	387,200		23,538,258
			32,229,552
COMMERCIAL BANKS–13.1%
ABSA Group Ltd.	417,900		5,963,259
Australia & New Zealand Banking Group Ltd.	2,042,500		27,068,201
Banco do Brasil SA	1,353,100		14,604,779
Barclays PLC	3,442,000		15,995,127
BNP Paribas SA	427,120		27,853,627
Commonwealth Bank of Australia	292,700		9,174,947
Credit Agricole SA	1,516,491		19,014,178
Hana Financial Group, Inc.	374,500		7,978,276
Intesa Sanpaolo SpA (a)	6,990,400		22,589,672
Itau Unibanco Holding SA (ADR)	507,089		8,027,219
KB Financial Group, Inc.(a)	440,400		14,682,431
Lloyds Banking Group PLC	10,984,185		12,662,452
National Australia Bank Ltd.	826,500		14,890,402
Nordea Bank AB	1,346,560		10,701,616
Societe Generale–Class A	447,888		24,584,936
Standard Bank Group Ltd.	1,457,000		16,761,685
Sumitomo Mitsui Financial Group, Inc.	455,200		18,419,807
			270,972,614
CONSUMER FINANCE–0.0%
ORIX Corp.	16,500		982,083
DIVERSIFIED FINANCIAL SERVICES–0.9%
ING Group	1,897,771		19,226,457
INSURANCE–3.6%
Allianz SE	263,900		24,342,842
Aviva PLC	2,515,285		14,161,994
Fairfax Financial Holdings Ltd.	19,100		4,794,910
Muenchener Rueckversicherungs AG (MunichRe)	188,000		25,399,865
Sun Life Financial, Inc.	231,000		6,235,997
			74,935,608
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.9%
Lend Lease Corp. Ltd.	940,400		5,292,124
Mitsui Fudosan Co., Ltd.	762,000		13,216,253
			18,508,377
			416,854,691

Company	Shares	U.S. $ Value
TELECOMMUNICATION SERVICES–10.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–7.3%
Bezeq Israeli Telecommunication Corp. Ltd.	6,039,100	$	11,147,363
Deutsche Telekom AG	1,369,200		16,187,460
France Telecom SA	1,090,800		24,819,714
Nippon Telegraph & Telephone Corp.	571,800		23,286,793
Telecom Corp. of New Zealand Ltd.	3,093,859		5,427,880
Telecom Italia SpA (ordinary shares)	11,258,700		15,610,033
Telecom Italia SpA (savings shares)	10,781,700		10,621,222
Telefonica SA	1,511,400		34,323,404
TELUS Corp.–Class A	387,300		9,989,253
			151,413,122
WIRELESS TELECOMMUNICATION SERVICES–2.7%
KDDI Corp.	2,448		12,989,197
Vodafone Group PLC	22,286,575		43,346,019
			56,335,216
			207,748,338
ENERGY–9.8%
OIL, GAS & CONSUMABLE FUELS–9.8%
BP PLC	5,998,100		47,395,825
ENI SpA	1,108,200		26,283,343
LUKOIL (OTC US) (Sponsored ADR)	458,350		20,390,153
Petro-Canada	416,700		16,092,648
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	1,773,900		44,449,114
StatoilHydro ASA	1,046,100		20,663,793
Total SA	534,700		28,981,138
			204,256,014
HEALTH CARE–6.7%
HEALTH CARE PROVIDERS & SERVICES–0.2%
Fresenius Medical Care AG & Co. KGaA	109,000		4,898,076
PHARMACEUTICALS–6.5%
AstraZeneca PLC	516,600		22,778,152
Bayer AG	442,600		23,785,436
GlaxoSmithKline PLC	1,798,000		31,758,609
Novartis AG	628,210		25,572,697
Sanofi-Aventis	520,527		30,757,881
			134,652,775
			139,550,851

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–6.0%
AUTO COMPONENTS–0.2%
Magna International, Inc.–Class A	114,300	$	4,849,508
AUTOMOBILES–1.7%
Nissan Motor Co. Ltd.	3,160,100		19,178,303
Renault SA(a)	457,300		16,895,655
			36,073,958
HOTELS, RESTAURANTS & LEISURE–1.3%
TABCORP Holdings Ltd.	1,518,300		8,738,005
Thomas Cook Group PLC	2,017,000		6,834,509
TUI Travel PLC	2,775,200		10,608,653
			26,181,167
HOUSEHOLD DURABLES–1.5%
Electrolux AB Series B(a)	385,900		5,398,600
Sharp Corp.	1,114,000		11,556,908
Sony Corp.	568,200		14,823,778
			31,779,286
LEISURE EQUIPMENT & PRODUCTS–0.4%
Namco Bandai Holdings, Inc.	724,000		7,940,632
MEDIA–0.7%
Lagardere SCA	408,000		13,602,416
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Yue Yuen Industrial Holdings Ltd.	2,159,000		5,078,796
			125,505,763
INFORMATION TECHNOLOGY–6.0%
COMMUNICATIONS EQUIPMENT–2.2%
Nokia OYJ	2,175,200		31,860,524
Telefonaktiebolaget LM Ericsson–Class B	1,349,000		13,289,581
			45,150,105
COMPUTERS & PERIPHERALS–2.0%
Compal Electronics, Inc. (GDR)(b)	1,585,709		6,440,040
Fujitsu Ltd.	3,501,000		19,018,247
Toshiba Corp.	4,306,000		15,600,402
			41,058,689
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.5%
AU Optronics Corp.	7,733,000		7,464,818
Hitachi High-Technologies Corp.	152,000		2,582,543
			10,047,361

Company	Shares	U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.3%
Samsung Electronics (Preference Shares)	33,400	$	10,184,086
Samsung Electronics Co. Ltd.	38,080		17,606,843
			27,790,929
			124,047,084
UTILITIES–5.1%
ELECTRIC UTILITIES–2.8%
CEZ	180,400		8,063,235
E.ON AG	800,200		28,405,484
Electricite de France	108,800		5,312,510
The Tokyo Electric Power Co., Inc.	651,000		16,738,061
			58,519,290
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.3%
Drax Group PLC	927,500		6,713,824
MULTI-UTILITIES–2.0%
Centrica PLC	5,507,800		20,252,354
RWE AG	253,490		19,990,137
			40,242,491
			105,475,605
MATERIALS–4.9%
CHEMICALS–1.9%
BASF SE	576,000		22,948,875
DIC Corp.	2,734,000		4,270,899
Mitsubishi Chemical Holdings Corp.	2,753,500		11,646,613
			38,866,387
CONSTRUCTION MATERIALS–0.3%
Fletcher Building Ltd.	1,266,212		5,371,448
CONTAINERS & PACKAGING–0.3%
Amcor Ltd.	1,367,139		5,497,323
METALS & MINING–1.6%
ArcelorMittal (Euronext Amsterdam)	457,824		15,150,852
BHP Billiton Ltd.	292,400		8,010,561
MMC Norilsk Nickel (ADR)(a)	648,804		5,904,116
Yamato Kogyo Co. Ltd.	172,700		5,084,242
			34,149,771
PAPER & FOREST PRODUCTS–0.8%
Svenska Cellulosa AB–Class B	1,596,100		16,804,408
			100,689,337

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER STAPLES–4.4%
FOOD & STAPLES RETAILING–3.6%
Aeon Co. Ltd.	1,408,700	$	13,899,594
Casino Guichard Perrachon SA	94,800		6,420,403
Delhaize Group	251,500		17,706,699
Koninklijke Ahold NV	1,685,040		19,426,013
Metro AG	376,100		17,969,378
			75,422,087
FOOD PRODUCTS–0.8%
Associated British Foods PLC	1,270,200		16,002,330
			91,424,417
INDUSTRIALS–3.9%
AEROSPACE & DEFENSE–0.3%
Bombardier, Inc.–Class B	2,031,400		6,025,302
AIR FREIGHT & LOGISTICS–0.7%
Deutsche Post AG	1,119,990		14,623,707
AIRLINES–0.7%
Deutsche Lufthansa AG	459,200		5,766,951
Qantas Airways Ltd.	5,824,974		9,432,370
			15,199,321
INDUSTRIAL CONGLOMERATES–0.3%
Bidvest Group Ltd.	533,800		6,698,264
MACHINERY–0.4%
Volvo AB–Class B	1,356,800		8,403,408

Company	Shares	U.S. $ Value
PROFESSIONAL SERVICES–0.5%
Randstad Holding NV(a)	361,300	$	10,040,675
ROAD & RAIL–0.4%
East Japan Railway Co.	141,000		8,489,028
TRADING COMPANIES & DISTRIBUTORS–0.3%
Mitsui & Co. Ltd.	573,000		6,789,865
TRANSPORTATION INFRASTRUCTURE–0.3%
Macquarie Infrastructure Group	4,862,100		5,589,319
			81,858,889
Total Common Stocks (cost $1,796,256,846)			1,597,410,989
RIGHTS–0.0%
FINANCIALS–0.0%
DIVERSIFIED FINANCIAL SERVICES–0.0%
Fortis(a) (cost $0)	2,209,932		3
TOTAL INVESTMENTS–76.9% (cost $1,796,256,846)			1,597,410,992
Other assets less liabilities–23.1%			478,609,682
NET ASSETS–100.0%		$	2,076,020,674

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
DJ EURO STOXX 50	7,214	September 2009	$	244,135,089	$	242,682,996	$	(1,452,093	)
S&P/TSX 60 IX FUT	79	September 2009		8,547,395		8,518,403		(28,992	)
TOPIX INDX FUTR	1,175	September 2009		112,689,178		112,761,457		72,279
							$	(1,408,806	)

6

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, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 7/15/09	78,168	$	55,202,242	$	62,922,528	$	7,720,286
Australian Dollar settling 7/15/09	136,083		104,566,177		109,542,092		4,975,915
Australian Dollar settling 7/15/09	13,467		10,729,159		10,840,468		111,309
Australian Dollar settling 10/15/09	15,658		12,397,222		12,518,237		121,015
Australian Dollar settling 10/15/09	18,541		14,460,126		14,823,133		363,007
British Pound settling 7/15/09	90,414		147,302,489		148,747,768		1,445,279
British Pound settling 7/15/09	9,271		15,325,890		15,252,511		(73,379	)
Canadian Dollar settling 7/15/09	7,117		6,297,116		6,119,117		(177,999	)
Canadian Dollar settling 7/15/09	26,354		22,677,911		22,658,874		(19,037	)
Euro settling 7/15/09	33,737		46,718,998		47,328,831		609,833
Japanese Yen settling 7/15/09	1,104,466		11,161,860		11,466,629		304,769
Japanese Yen settling 7/15/09	16,947,465		173,012,761		175,949,548		2,936,787
Japanese Yen settling 10/15/09	1,034,009		10,748,087		10,747,477		(610	)
Norwegian Krone settling 7/15/09	74,843		11,154,781		11,635,209		480,428
Norwegian Krone settling 7/15/09	434,320		64,479,349		67,520,062		3,040,713
Norwegian Krone settling 7/15/09	54,868		8,417,274		8,529,865		112,591
Norwegian Krone settling 10/15/09	577,926		89,825,145		89,640,014		(185,131	)
Swedish Krona settling 7/15/09	39,862		5,074,051		5,166,849		92,798
Swedish Krona settling 7/15/09	447,203		59,059,310		57,965,743		(1,093,567	)
Swedish Krona settling 10/15/09	102,366		13,207,834		13,267,151		59,317
Swiss Franc settling 7/15/09	14,625		13,273,613		13,462,289		188,676
Sale Contracts:
Australian Dollar settling 7/15/09	48,465		39,187,830		39,012,643		175,187
British Pound settling 7/15/09	6,426		9,578,917		10,571,960		(993,043	)
British Pound settling 7/15/09	45,835		67,026,354		75,407,060		(8,380,706	)
British Pound settling 7/15/09	57,895		84,022,435		95,247,993		(11,225,558	)
British Pound settling 7/15/09	20,183		30,763,332		33,204,771		(2,441,439	)
Canadian Dollar settling 7/15/09	85,223		68,995,305		73,273,781		(4,278,476	)
Euro settling 7/15/09	33,737		46,401,870		47,328,831		(926,961	)
Japanese Yen settling 7/15/09	2,751,618		29,066,899		28,567,455		499,444
Japanese Yen settling 7/15/09	15,300,313		159,744,341		158,848,722		895,619
Japanese Yen settling 10/15/09	8,969,979		93,739,983		93,233,854		506,129
Norwegian Krone settling 7/15/09	564,031		87,477,860		87,685,135		(207,275	)
Norwegian Krone settling 10/15/09	135,458		20,968,406		21,010,401		(41,995	)
Swedish Krona settling 7/15/09	362,792		43,075,681		47,024,523		(3,948,842	)
Swedish Krona settling 7/15/09	64,598		8,017,127		8,373,090		(355,963	)
Swedish Krona settling 7/15/09	59,675		7,601,524		7,734,979		(133,455	)
Swedish Krona settling 10/15/09	486,336		61,347,966		63,031,605		(1,683,639	)
Swiss Franc settling 7/15/09	14,625		12,609,389		13,462,289		(852,900	)
Swiss Franc settling 10/15/09	13,607		12,531,774		12,540,845		(9,071	)

(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, 2009, the market value of this security amounted to $6,440,040 or 0.3% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See notes to financial statements.

7

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,796,256,846)	$	1,597,410,992
Cash		63,345,355	(a)
Foreign currencies, at value (cost $27,732,093)		27,731,810
Unrealized appreciation of forward currency exchange contracts		24,639,102
Receivable for investment securities sold and foreign currency contracts		397,511,305
Dividends and interest receivable		9,745,782
Receivable for capital stock sold		382,353
Total assets		2,120,766,699
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		37,029,046
Payable for variation margin on futures contracts		1,505,110
Payable for capital stock redeemed		4,021,487
Advisory fee payable		1,314,167
Distribution fee payable		404,599
Administrative fee payable		27,840
Transfer Agent fee payable		124
Accrued expenses		443,652
Total liabilities		44,746,025
NET ASSETS	$	2,076,020,674
COMPOSITION OF NET ASSETS
Capital stock, at par	$	176,380
Additional paid-in capital		3,320,190,582
Undistributed net investment income		33,391,235
Accumulated net realized loss on investment and foreign currency transactions		(1,064,636,518	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(213,101,005	)
	$	2,076,020,674

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	152,367,164	12,797,363	$	11.91
B	$	1,923,653,510	163,582,268	$	11.76

(a) An amount of U.S. $29,995,925 has been segregated to collateralize margin requirements for the open futures contracts outstanding as of June 30, 2009.

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $5,674,805)	$	47,467,465
Interest		1,591
Total investment income		47,469,056
EXPENSES
Advisory fee (see Note B)		6,828,214
Distribution fee—Class B		2,096,349
Transfer agency—Class A		256
Transfer agency—Class B		2,984
Printing		303,300
Custodian		289,042
Administrative		45,840
Audit		24,108
Legal		24,088
Directors’ fees		1,250
Miscellaneous		35,280
Total expenses		9,650,711
Net investment income		37,818,345
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(788,756,269	)
Futures		2,305,131
Foreign currency transactions		(23,290,401	)
Net change in unrealized appreciation/depreciation of:
Investments		958,011,096
Futures		(1,808,191	)
Foreign currency denominated assets and liabilities		(16,783,921	)
Net gain on investment and foreign currency transactions		129,677,445
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	167,495,790

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, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	37,818,345		$	71,102,116
Net realized loss on investment and foreign currency transactions		(809,741,539	)		(345,490,659	)
Net change in unrealized appreciation/depreciation of investments		939,418,984			(1,519,896,164	)
Net increase (decrease) in net assets from operations		167,495,790			(1,794,284,707	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(2,216,163	)
Class B		–0	–		(20,468,603	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(12,223,065	)
Class B		–0	–		(146,438,238	)
CAPITAL STOCK TRANSACTIONS
Net increase		93,935,137			752,222,152
Total increase (decrease)		261,430,927			(1,223,408,624	)
NET ASSETS
Beginning of period		1,814,589,747			3,037,998,371
End of period (including undistributed net investment income and accumulated net investment loss of $33,391,235 and $(4,427,110), respectively)	$	2,076,020,674		$	1,814,589,747

See notes to financial statements.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio 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

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Common Stocks
Financials	$	33,662,906		$	383,191,785		$	–0	–	$	416,854,691
Telecommunication Services		9,989,253			197,759,085			–0	–		207,748,338
Energy		16,092,648			188,163,366			–0	–		204,256,014
Health Care		–0	–		139,550,851			–0	–		139,550,851
Consumer Discretionary		4,849,508			120,656,255			–0	–		125,505,763
Information Technology		–0	–		124,047,084			–0	–		124,047,084
Utilities		–0	–		105,475,605			–0	–		105,475,605
Materials		–0	–		100,689,337			–0	–		100,689,337
Consumer Staples		–0	–		91,424,417			–0	–		91,424,417
Industrials		–0	–		81,858,889			–0	–		81,858,889
Rights		–0	–		–0	–		3			3
		64,594,315			1,532,816,674	+		3			1,597,410,992
Other Financial Instruments*		(1,408,806	)		(12,389,944	)		–0	–		(13,798,750	)
Total	$	63,185,509		$	1,520,426,730		$	3		$	1,583,612,242

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Portfolio values its securities which may materially affect the value of securities trading in such markets. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments.

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 12/31/08	$	3		$	–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 6/30/09	$	3		$	–0	–
Net change in unrealized appreciation/depreciation from investments still held as of 6/30/09	$	–0	–	$	–0	–

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

12

AllianceBernstein Variable Products Series Fund

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended in June 30, 2009, the Fund adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements (see Note D.1).

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events exist-

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

ing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2009, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $1,205,198, 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 $576 for the six months ended June 30, 2009.

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	540,915,936		$	868,407,660
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	119,614,738
Gross unrealized depreciation		(318,460,592	)
Net unrealized depreciation	$	(198,845,854	)

14

AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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/or depreciation by the Portfolio. 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.

• Futures Contracts

The Portfolio may buy or sell 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 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.

• Option Transactions

For hedging and investment 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

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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, 2009, the Portfolio had no transactions in written options.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	24,639,102	Unrealized depreciation of forward currency exchange contracts	$	37,029,046
Equity contracts				Payable for variation margin on futures contracts		1,408,806	*
Total		$	24,639,102		$	38,437,852

* Includes cumulative appreciation/(depreciation) of futures contracts as reported in portfolio of investments. Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities.

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009:

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(21,570,364	)	$	(16,817,052	)
Equity contracts	Net realized gain (loss) on futures; change in unrealized appreciation (depreciation) of futures		2,305,131			(1,808,191	)
Total		$	(19,265,233	)	$	(18,625,243	)

2. 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).

16

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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	2,694,409		8,440,024		$	27,458,830		$	148,140,128
Shares issued in reinvestment of dividends and distributions	–0	–	635,809			–0	–		14,439,228
Shares redeemed	(3,938,328	)	(3,773,976	)		(41,194,857	)		(60,943,186	)
Net increase (decrease)	(1,243,919	)	5,301,857		$	(13,736,027	)	$	101,636,170
Class B
Shares sold	20,929,274		49,688,884		$	204,461,133		$	761,634,791
Shares issued in reinvestment of dividends and distributions	–0	–	7,421,380			–0	–		166,906,841
Shares redeemed	(9,196,800	)	(18,551,975	)		(96,789,969	)		(277,955,650	)
Net increase	11,732,474		38,558,289		$	107,671,164		$	650,585,982

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

17

INTERNATIONAL VALUE 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, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	53,131,866	$	66,798,491
Net long-term capital gains		128,214,203		57,818,024
Total distributions paid	$	181,346,069	$	124,616,515

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(232,839,154	)(a)
Unrealized appreciation/(depreciation)		(1,179,002,924	)(b)
Total accumulated earnings/(deficit)	$	(1,411,842,078	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $41,335,504 of which $41,335,504 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital loss 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, 2008, the Portfolio defers to January 1, 2009 post-October capital losses of $191,503,650.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gain/losses on certain derivative instruments.

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.

18

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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$11.05		$25.14		$24.96		$19.07		$16.70		$13.45
Income From Investment Operations
Net investment income (a)	.22		.54		.43		.38		.26	(b)	.20	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.64		(13.15	)	1.07		6.21		2.49		3.16
Net increase (decrease) in net asset value from operations	.86		(12.61	)	1.50		6.59		2.75		3.36
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.23	)	(.31	)	(.30	)	(.10	)	(.08	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(1.25	)	(1.01	)	(.40	)	(.28	)	(.03	)
Total dividends and distributions	–0	–	(1.48	)	(1.32	)	(.70	)	(.38	)	(.11	)
Net asset value, end of period	$11.91		$11.05		$25.14		$24.96		$19.07		$16.70
Total Return
Total investment return based on net asset value (c)	7.78	%	(53.18	)%	5.84	%	35.36	%	16.92	%	25.12	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$152,367		$155,183		$219,691		$129,837		$56,692		$47,095
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.83	%(d)	.81	%	.81	%	.85	%(e)	.86	%	.95	%
Expenses, before waivers and reimbursements	.83	%(d)	.81	%	.81	%	.85	%(e)	.87	%	1.13	%
Net investment income	4.28	%(d)	2.98	%	1.68	%	1.75	%(e)	1.54	%(b)	1.42	%(b)
Portfolio turnover rate	31	%	36	%	23	%	25	%	18	%	23	%

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$10.93		$24.88		$24.74		$18.93		$16.61		$13.39
Income From Investment Operations
Net investment income (a)	.21		.50		.36		.33		.19	(b)	.15	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.62		(13.02	)	1.06		6.16		2.50		3.16
Net increase (decrease) in net asset value from operations	.83		(12.52	)	1.42		6.49		2.69		3.31
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.18	)	(.27	)	(.28	)	(.09	)	(.06	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(1.25	)	(1.01	)	(.40	)	(.28	)	(.03	)
Total dividends and distributions	–0	–	(1.43	)	(1.28	)	(.68	)	(.37	)	(.09	)
Net asset value, end of period	$11.76		$10.93		$24.88		$24.74		$18.93		$16.61
Total Return
Total investment return based on net asset value (c)	7.59	%	(53.28	)%	5.58	%	35.05	%	16.58	%	24.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,923,654		$1,659,407		$2,818,307		$1,888,710		$840,572		$284,443
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.08	%(d)	1.06	%	1.06	%	1.10	%(e)	1.11	%	1.20	%
Expenses, before waivers and reimbursements	1.08	%(d)	1.06	%	1.06	%	1.10	%(e)	1.12	%	1.38	%
Net investment income	4.14	%(d)	2.77	%	1.41	%	1.53	%(e)	1.08	%(b)	1.07	%(b)
Portfolio turnover rate	31	%	36	%	23	%	25	%	18	%	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 (i) insurance company’s separate account related expense charges and (ii) 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.

See notes to financial statements.

21

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

22

AllianceBernstein Variable Products Series Fund

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with 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, 2009 and (in the case of comparisons with the Index) the since inception period (May 2001 inception). The directors noted that the Portfolio was 4th out of 4 of the Performance Group and in the 5th quintile of the Performance Universe for the 1- and 3-year periods and 3rd out of 3 of the Performance Group and 5th quintile of the Performance Universe for the 5-year period, and that the Portfolio outperformed the Index in the since inception period but underperformed the Index in the 1, 3- and 5-year periods. The directors also reviewed performance information for periods ended March 31, 2009 (for which the data was not limited to Class A Shares), and noted that relative investment performance in 2009 had shown improvement. Based on their review and their discussion of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s performance was acceptable. The directors determined 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 an investment style similar to that of 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.

23

INTERNATIONAL 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 similar 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 directors noted that because of the small number of funds in the Portfolio’s Lipper category, at the request of the Adviser and the Fund’s Senior Officer, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines and not at the request of the Adviser or the Fund’s Senior Officer. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 less than 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that in light of the Portfolio’s historical investment performance, they had asked the Adviser to address the continued appropriateness of the Portfolio’s fee rate. In response the Adviser informed the directors that the Adviser had begun to implement changes and enhancements to address investment performance and discussed the new leadership for the Adviser effective December 2008. The Adviser further noted, among other things, that while it would take time to realize the benefits of these changes, relative investment performance in 2009 had shown improvement. The directors noted that they had discussed their concerns about the relative performance of a number of the AllianceBernstein equity funds with senior management of the Adviser. The directors 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 the 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 and that, prior to the reduction in the Portfolio’s assets as a result of the steep market declines in 2008, net assets had been in excess of the first breakpoint level. 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.

24

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, NET ASSETS & EXPENSE CAPS

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 02/28/09 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	1,538.4	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 $91,750 (0.004% of the Portfolio’s average daily net assets) for such services.

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

25

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
International Value Portfolio	$1,538.4	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	0.513	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.

26

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 Fund⁵. 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 (%)	Effective 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	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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

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% on the balance	0.348	0.750
	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% on the balance	0.581	0.750
	Client #3	0.45% on 1st $200 million 0.36% on next $300 million 0.32% on the balance	0.345	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 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on April 8, 2009 by Reuters was ¥99.64 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.1 million.

7 This ITM Fund is privately placed or institutional.

8 Assets are aggregated with other similar managed accounts of the client for purposes of calculating the investment advisory fee.

9 The client is an affiliate of the Adviser.

27

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	0.55% on 1st $150 million 0.50% on next $150 million 0.45% on the balance	0.465		0.750
	Client #5	0.50%	0.500		0.750
	Client #6	0.30%	0.300		0.750
	Client #7	0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/– Performance Fee10	0.206	11	0.750
	Client #8	0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% on the balance	0.276		0.750
	Client #9	0.50% on 1st $100 million 0.46% on next $300 million 0.41% thereafter	0.426		0.750
	Client #10	0.72% on 1st $25 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance	0.372		0.750
	Client #11	0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% on the balance	0.333		0.750
	Client #12	0.35% on 1st $1 billion 0.325% on the balance	0.341		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 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.

28

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 Senior Officer and the Adviser, 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 Exp. Group Median	Rank
International Value Portfolio15	0.750	0.779	6/15

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.¹⁶ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁷

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁸

Portfolio	Expense Ratio (%)19	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Value Portfolio20	0.818	0.852	5/15	0.994	9/56

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.

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, four other variable insurance product (“VIP”) International Value funds (“IFVE”) and ten VIP International Core funds (“IFCE”).

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

17 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.

18 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

20 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE and IFCE funds, excluding outliers.

29

INTERNATIONAL VALUE 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 decreased during calendar year 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $5,868,684 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, 2008, the Adviser determined that it made payment in the amount of $1,298,762 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 $969 from the Portfolio.²¹

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,²² 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

21 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,0000 in 2008.

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

30

AllianceBernstein Variable Products Series Fund

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 Deli²³ 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.²⁴ 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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 Portfolio²⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁶ for the periods ended January 31, 2009.²⁷

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year	–	55.15	–	43.97	–	44.83	4/4	26/26
3 year	–	18.39	–	12.73	–	12.39	4/4	25/25
5 year	–	3.31	–	1.84	–	0.97	3/3	19/20

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

24 The two dimensional analysis 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 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.

26 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.

27 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.

31

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²⁸ versus its benchmark.²⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.³⁰

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized			Risk Period (Year)
									Volatility (%)	Sharpe (%)
International Value Portfolio	–	55.15	–	18.39	–	3.31		1.93	20.39	–	0.21	5
MSCI EAFE Index (Net)	–	43.74	–	12.25	–	0.70	–	0.40	16.92	–	0.14	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 1, 2009

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

29 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009.

30 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.

32

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,093.74	$	4.67	0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.33	$	4.51	0.90	%
Class B
Actual	$	1,000	$	1,092.07	$	5.97	1.15	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.09	$	5.76	1.15	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	23,157,694	6.2	%
Google, Inc.—Class A		22,888,121	6.1
The Goldman Sachs Group, Inc.		20,405,696	5.4
JP Morgan Chase & Co		18,724,685	5.0
Gilead Sciences, Inc.		18,675,108	5.0
Hewlett-Packard Co.		18,534,607	4.9
QUALCOMM, Inc.		16,366,920	4.3
Schlumberger Ltd.		15,845,572	4.2
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		11,550,494	3.1
Cisco Systems, Inc.		10,033,912	2.7
	$	176,182,809	46.9	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	103,758,363	27.7	%
Financial Services		59,821,334	16.0
Health Care		54,614,559	14.6
Consumer Discretionary		54,231,859	14.5
Other Energy		42,274,837	11.3
Materials & Processing		22,675,042	6.0
Producer Durables		14,932,674	4.0
Consumer Staples		11,675,390	3.1
Autos and Transportation		9,323,665	2.5
Energy		1,040,832	0.3
Total Investments	$	374,348,555	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

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.5%
TECHNOLOGY–27.6%
COMMUNICATIONS TECHNOLOGY–7.0%
Cisco Systems, Inc.(a)	538,300	$	10,033,912
QUALCOMM, Inc.	362,100		16,366,920
			26,400,832
COMPUTER SERVICES SOFTWARE & SYSTEMS–6.1%
Google, Inc.–Class A(a)	54,290		22,888,121
COMPUTER TECHNOLOGY–11.1%
Apple, Inc.(a)	162,590		23,157,694
Hewlett-Packard Co.	479,550		18,534,607
			41,692,301
ELECTRONICS: SEMI-CONDUCTORS/COMPONENTS–3.4%
Altera Corp.	98,500		1,603,580
Intel Corp.	468,800		7,758,640
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	362,900		3,414,889
			12,777,109
			103,758,363
FINANCIAL SERVICES–15.9%
DIVERSIFIED FINANCIAL SERVICES–12.4%
Bank of New York Mellon Corp.	41,400		1,213,434
The Blackstone Group LP	432,700		4,560,658
Credit Suisse Group AG (Sponsored ADR)	34,900		1,595,977
The Goldman Sachs Group, Inc.	138,400		20,405,696
JP Morgan Chase & Co.	548,950		18,724,685
			46,500,450
FINANCIAL DATA PROCESSING SERVICES & SYSTEMS–1.1%
Visa, Inc.–Class A	65,400		4,071,804
INVESTMENT MANAGEMENT COMPANIES–0.5%
Franklin Resources, Inc.	26,200		1,886,662
SECURITIES BROKERAGE & SERVICES–1.9%
CME Group, Inc.–Class A	23,665		7,362,418
			59,821,334
HEALTH CARE–14.5%
BIOTECHNOLOGY RESEARCH & PRODUCTION–3.2%
Baxter International, Inc.	83,000		4,395,680
Celgene Corp.(a)	162,000		7,750,080
			12,145,760

Company	Shares	U.S. $ Value
DRUGS & PHARMACEUTICALS–8.1%
Gilead Sciences, Inc.(a)	398,700	$	18,675,108
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	234,100		11,550,494
			30,225,602
HEALTH CARE SERVICES–1.7%
Medco Health Solutions, Inc.(a)	140,500		6,408,205
MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–0.2%
St. Jude Medical, Inc.(a)	20,200		830,220
MEDICAL SERVICES–1.3%
Alcon, Inc.	43,100		5,004,772
			54,614,559
CONSUMER DISCRETIONARY–14.4%
CABLE TELEVISION SERVICES–1.3%
Liberty Media Corp.–Entertainment Series A(a)	82,200		2,198,850
Time Warner Cable, Inc.–Class A	82,200		2,603,274
			4,802,124
ENTERTAINMENT–1.0%
The Walt Disney Co.	166,200		3,877,446
RESTAURANTS–2.2%
McDonald’s Corp.	143,300		8,238,317
RETAIL–9.5%
Amazon.Com, Inc.(a)	32,500		2,718,950
Costco Wholesale Corp.	180,600		8,253,420
Kohl’s Corp.(a)	233,100		9,965,025
Lowe’s Cos, Inc.	285,300		5,537,673
Target Corp.	135,800		5,360,026
Wal-Mart Stores, Inc.	82,000		3,972,080
			35,807,174
SHOES–0.4%
Nike, Inc.–Class B	29,100		1,506,798
			54,231,859
OTHER ENERGY–11.2%
ENERGY EQUIPMENT–1.1%
Vestas Wind Systems A/S (ADR)(a)	174,000		4,149,900
ENERGY MISCELLANEOUS–0.7%
Petroleo Brasileiro SA (ADR)	60,900		2,495,682
MACHINERY: OIL WELL EQUIP & SERVICES–5.9%
Cameron International Corp.(a)	161,500		4,570,450
National Oilwell Varco, Inc.(a)	60,300		1,969,398
Schlumberger Ltd.	292,840		15,845,572
			22,385,420

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
OIL: CRUDE PRODUCERS–3.5%
Apache Corp.	69,600	$	5,021,640
EOG Resources, Inc.	67,475		4,582,902
Occidental Petroleum Corp.	55,300		3,639,293
			13,243,835
			42,274,837
MATERIALS & PROCESSING–6.0%
CHEMICALS–1.2%
Air Products & Chemicals, Inc.	67,350		4,350,137
COPPER–1.8%
Freeport-McMoRan Copper & Gold, Inc.	137,600		6,895,136
FERTILIZERS–1.3%
Monsanto Co.	65,365		4,859,234
MINING & METALS MISCELLANEOUS–0.5%
Rio Tinto PLC (Sponsored ADR)	12,000		1,966,440
STEEL–1.2%
ArcelorMittal (New York)	105,200		3,480,016
Nucor Corp.	25,300		1,124,079
			4,604,095
			22,675,042
PRODUCER DURABLES–4.0%
DIVERSIFIED PRODUCTION–2.5%
Danaher Corp.	83,700		5,167,638
Illinois Tool Works, Inc.	113,400		4,234,356
			9,401,994
ELECTRICAL EQUIPMENT & COMPONENTS–1.5%
Emerson Electric Co.	170,700		5,530,680
			14,932,674

Company	Shares	U.S. $ Value
CONSUMER STAPLES–3.1%
BEVERAGE: SOFT DRINKS–2.3%
The Coca-Cola Co.	18,400	$	883,016
PepsiCo, Inc.	138,700		7,622,952
			8,505,968
SOAPS & HOUSEHOLD CHEMICALS–0.8%
Colgate-Palmolive Co.	25,300		1,789,722
Procter & Gamble Co.	27,000		1,379,700
			3,169,422
			11,675,390
AUTOS AND TRANSPORTATION–2.5%
AIR TRANSPORT–0.7%
FedEx Corp.	48,500		2,697,570
AUTOMOBILES–0.6%
Toyota Motor Corp. (Sponsored ADR)	27,900		2,107,287
RAILROADS–1.2%
Union Pacific Corp.	86,800		4,518,808
			9,323,665
ENERGY–0.3%
INTERNATIONAL–0.3%
Petroleo Brasileiro SA (Sponsored ADR)	31,200		1,040,832
TOTAL INVESTMENTS–99.5% (cost $352,496,921)			374,348,555
Other assets less liabilities–0.5%			1,908,493
NET ASSETS–100.0%		$	376,257,048

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

LP—Limited Partnership

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $352,496,921)	$	374,348,555
Cash		1,745,430
Receivable for investment securities sold		1,907,301
Dividends receivable		281,332
Receivable for capital stock sold		121,714
Total assets		378,404,332
LIABILITIES
Payable for investment securities purchased		826,518
Payable for capital stock redeemed		815,166
Advisory fee payable		235,453
Printing fee payable		107,954
Distribution fee payable		40,817
Administrative fee payable		27,090
Transfer Agent fee payable		124
Accrued expenses		94,162
Total liabilities		2,147,284
NET ASSETS	$	376,257,048
COMPOSITION OF NET ASSETS
Capital stock, at par	$	18,889
Additional paid-in capital		926,378,951
Undistributed net investment income		451,148
Accumulated net realized loss on investment transactions		(572,443,574	)
Net unrealized appreciation of investments		21,851,634
	$	376,257,048

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	180,633,589	8,954,773	$	20.17
B	$	195,623,459	9,933,855	$	19.69

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $32,347)	$	2,308,144
EXPENSES
Advisory fee (see Note B)		1,332,747
Distribution fee—Class B		230,329
Transfer agency—Class A		1,194
Transfer agency—Class B		1,286
Printing		107,021
Custodian		67,434
Administrative		45,840
Audit		22,800
Legal		15,407
Directors’ fees		1,200
Miscellaneous		2,883
Total expenses		1,828,141
Net investment income		480,003
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(41,938,621	)
Net change in unrealized appreciation/depreciation of investments		72,789,062
Net gain on investment transactions		30,850,441
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	31,330,444

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	480,003		$	259,748
Net realized loss on investment transactions		(41,938,621	)		(67,058,377	)
Net change in unrealized appreciation/depreciation of investments		72,789,062			(207,667,148	)
Net increase (decrease) in net assets from operations		31,330,444			(274,465,777	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(288,603	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(29,212,962	)		(140,298,489	)
Total increase (decrease)		1,828,879			(414,764,266	)
NET ASSETS
Beginning of period		374,428,169			789,192,435
End of period (including undistributed net investment income of $451,148 and $259,748, respectively)	$	376,257,048		$	374,428,169

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

8

AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Technology

$

103,758,363

$

–0

–

$

–0

–

$

103,758,363

Financial Services

59,821,334

–0

–

–0

–

59,821,334

Health Care

54,614,559

–0

–

–0

–

54,614,559

Consumer Discretionary

54,231,859

–0

–

–0

–

54,231,859

Other Energy

38,124,937

4,149,900

–0

–

42,274,837

Material & Processing

22,675,042

–0

–

–0

–

22,675,042

Producer Durables

14,932,674

–0

–

–0

–

14,932,674

Consumer Staples

11,675,390

–0

–

–0

–

11,675,390

Auto and Transportation

9,323,665

–0

–

–0

–

9,323,665

Energy

1,040,832

–0

–

–0

–

1,040,832

370,198,655

4,149,900

–0

–

374,348,555

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

370,198,655

$

4,149,900

$

–0

–

$

374,348,555

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30. 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $251,522, 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 $576 for the six months ended June 30, 2009.

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 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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	190,976,671		$	213,018,148
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 purpose. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	38,982,659
Gross unrealized depreciation		(17,131,025	)
Net unrealized appreciation	$	21,851,634

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for no-hedging purposes as a means of making a direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal type of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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 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 and/or depreciation by the Portfolio. 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

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

• Option Transactions

For hedging and investment 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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	108,443		352,743		$	2,017,264		$	8,856,556
Shares issued in reinvestment of dividends	13,976		–0	–		288,603			–0	–
Shares redeemed	(989,891	)	(3,454,109	)		(18,001,781	)		(89,196,186	)
Net decrease	(867,472	)	(3,101,366	)	$	(15,695,914	)	$	(80,339,630	)
Class B
Shares sold	434,430		829,132		$	7,779,666		$	19,371,034
Shares redeemed	(1,204,307	)	(3,262,224	)		(21,296,714	)		(79,329,893	)
Net decrease	(769,877	)	(2,433,092	)	$	(13,517,048	)	$	(59,958,859	)

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	259,748
Accumulated capital and other losses		(517,395,653	)(a)
Unrealized appreciation/(depreciation)		(64,046,728	)(b)
Total accumulated earnings/(deficit)	$	(581,182,633	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $513,171,970 of which $293,988,219 expires in the year 2010, $167,106,343 expires in the year 2011, and $52,077,408 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and 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, 2008, the Portfolio defers post-October capital losses of $4,223,683 to January 1, 2009.

(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.

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LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$18.47		$30.61		$26.87		$26.99		$23.44		$21.58
Income From Investment Operations
Net investment income (loss) (a)	.04		.04		(.01	)	(.03	)	(.07	)	(.03	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.69		(12.18	)	3.75		(.09	)	3.62		1.89
Net increase (decrease) in net asset value from operations	1.73		(12.14	)	3.74		(.12	)	3.55		1.86
Less: Dividends
Dividends from net investment income.	(.03	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$20.17		$18.47		$30.61		$26.87		$26.99		$23.44
Total Return
Total investment return based on net asset value (c)	9.37	%*	(39.66	)%*	13.92	%*	(.44	)%	15.15	%	8.62	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$180,634		$181,452		$395,655		$474,069		$618,980		$656,544
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.90	%(d)	.84	%	.82	%	.84	%(e)	.81	%	.81	%
Expenses, before waivers and reimbursements	.90	%(d)	.84	%	.82	%	.84	%(e)	.81	%	.98	%
Net investment income (loss)	.40	%(d)	.17	%	(.03	)%	(.12	)%(e)	(.28	)%	(.13	)%(b)
Portfolio turnover rate	54	%	89	%	92	%	81	%	54	%	73	%

See footnote summary on page 16.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$18.03		$29.96		$26.37		$26.55		$23.11		$21.33
Income From Investment Operations
Net investment income (loss) (a)	.01		(.02	)	(.08	)	(.09	)	(.12	)	(.08	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.65		(11.91	)	3.67		(.09	)	3.56		1.86
Net increase (decrease) in net asset value from operations	1.66		(11.93	)	3.59		(.18	)	3.44		1.78
Net asset value, end of period	$19.69		$18.03		$29.96		$26.37		$26.55		$23.11
Total Return
Total investment return based on net asset value (c)	9.21	%*	(39.82	)%*	13.61	%*	(.68	)%	14.89	%	8.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$195,623		$192,976		$393,537		$456,374		$624,453		$603,050
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.15	%(d)	1.09	%	1.07	%	1.08	%(e)	1.06	%	1.06	%
Expenses, before waivers and reimbursements	1.15	%(d)	1.09	%	1.07	%	1.08	%(e)	1.06	%	1.24	%
Net investment Income	.15	%(d)	(.08	)%	(.27	)%	(.37	)%(e)	(.53	)%	(.38	)%(b)
Portfolio turnover rate	54	%	89	%	92	%	81	%	54	%	73	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009, the years ended December 31, 2008 and the year ended December 31, 2007 by .04%, 2.10% and 0.39%, respectively.

See notes to financial statements.

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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.

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 1000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2009 and (in the case of comparisons with the Index) the since inception period (June 1992 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 1-year period, 4th quintile of the Performance Group and Performance Universe for the 3-year period, 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period and 4th quintile of the Performance Group and Performance Universe for the 10-year period, and that the Portfolio underperformed the Index in the 3-year period and outperformed the 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 an investment style similar to that of 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

18

AllianceBernstein Variable Products Series Fund

described an Expense Group as a representative sample of funds similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 administrative expense reimbursement in the latest fiscal year was 2 basis points. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the Portfolio’s fixed costs had resulted in an increase in 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 generally. 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.

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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	321.3	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 $93,000 (0.02% 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    0.84%	December 31
	Class B    1.09%

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, 2009 and presented to the Board of Directors on May 5-7, 2009.

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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Large Cap Growth Portfolio	$	321.3	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	0.351	0.750

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 (%)	Effective 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

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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LARGE CAP GROWTH 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 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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	Client #1	0.35% on 1st $50 million 0.30% on next $100 million 0.25% on the balance	0.281	0.750
	Client #2	0.40% on first $200 million 0.35% on next $300 million 0.25% on the balance	0.272	0.750
	Client #3	0.60% on 1st billion 0.55% on the balance	0.600	0.750
	Client #4	0.35%	0.350	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”)⁶ at the approximate current asset level of the Portfolio.⁷

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.

22

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 Exp. Group Median (%)	Rank
Large Cap Growth Portfolio	0.750	0.738	9/15

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 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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Large Cap Growth Portfolio	0.841	0.775	12/15	0.815	54/84

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 2008, relative to 2007.

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

11 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

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $730,025 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, 2008, the Adviser determined that it made payments in the amount of $283,546 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 $969 from the Portfolio.¹²

The Portfolio may effect 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 pay commissions for such transactions during the Portfolio’s most recently completed fiscal year. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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,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 Deli¹⁴ 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.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

12 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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 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

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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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, 2009.¹⁸

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–35.23	–37.10	–37.68	5/15	19/102
3 year	–14.33	–13.72	–12.60	11/15	71/93
5 year	–4.35	–5.43	–4.97	4/13	33/82
10 year	–5.27	–4.05	–3.56	7/11	38/48

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, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Large Cap Growth Portfolio	–35.23	–14.33	–4.35	–5.27	6.41	18.49	–0.38	10
Russell 1000 Growth Index	–36.44	–11.11	–4.76	–5.29	4.99	18.75	–0.37	10
Inception Date: June 26, 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 1, 2009

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.

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, 2009.

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 Money Market Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,001.64	$	4.57	0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.23	$	4.61	0.92	%
Class B
Actual	$	1,000	$	1,000.85	$	5.41	1.09	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.39	$	5.46	1.09	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

	Yield*		Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–99.9%
CERTIFICATE OF DEPOSIT–39.4%
Banco Bilbao Vizcaya 8/10/09	1.10	%	$	1,800	$	1,800,000
Barclays Bank PLC NY 12/01/09	1.13	%		1,800		1,800,000
BNP Paribas NY Branch 8/05/09	1.20	%		2,500		2,500,000
Calyon NY 7/07/09	0.86	%		1,800		1,800,000
National Australia Bank Ltd 7/22/09	0.52	%		2,400		2,400,000
Nordea Bank Finland NY 7/08/09	1.10	%		1,800		1,800,000
10/13/09	1.30	%		700		699,595
Rabobank Nederland NV NY 12/16/09	0.50	%		1,300		1,300,000
3/03/10	0.65	%		1,000		1,000,000
Royal Bank of Canada NY Series YCD 10/01/09(a)	1.51	%		2,300		2,300,266
Societe Generale NY 7/13/09	0.75	%		1,100		1,100,000
Toronto Dominion Bank NY 7/20/09	0.50	%		1,250		1,250,000
10/20/09	0.70	%		900		900,000
Westpac Banking Corp. 11/13/09	1.20	%		2,000		2,000,000
						22,649,861
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS–33.1%
Bank of America Corp.– FDIC Insured 9/13/10(a)	0.66	%		1,300		1,300,000
7/29/10(a)	1.10	%		1,200		1,200,000
Citigroup Funding, Inc.– FDIC Insured 7/30/10(a)	1.14	%		2,200		2,200,000
Federal Farm Credit Bank 7/08/10(a)	1.04	%		2,000		2,000,360
Federal Home Loan Banks 7/27/10(a)	1.02	%		1,000		999,853
11/20/09	4.25	%		600		608,788
Series 1 7/28/10(a)	1.02	%		1,000		1,000,000
Federal Home Loan Mortgage Corp. 9/03/10(a)	0.63	%		1,000		1,000,000
8/24/10(a)	0.64	%		1,000		1,000,000
7/12/10(a)	1.04	%		1,000		999,781
7/14/10(a)	1.04	%		1,000		1,000,000
Federal National Mortgage Association 8/05/10(a)	0.97	%		1,000		999,578
7/13/10(a)	1.03	%		1,000		1,000,000

	Yield*		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Discount Notes 7/02/09	0.16	%	$	2,500	$	2,499,989
7/01/09	2.34	%		1,200		1,200,000
						19,008,349
COMMERCIAL PAPER–14.1%
Banque et Caisse d’Epargne de L’Etat 7/06/09	0.47	%		1,200		1,199,922
CBA (Delaware) Finance 8/13/09	0.39	%		2,400		2,398,882
Chevron Funding Corp. 7/07/09	0.17	%		2,000		1,999,943
Santander Central Hispano Finance Delaware Inc. 8/27/09	1.70	%		2,500		2,493,310
						8,092,057
REPURCHASE AGREEMENTS–10.2%
Credit Suisse 0.00%, dated 06/30/09 due 7/1/09 in the amount of $1,900,000 (cost $1,900,000; collaterized by $1,940,000 U.S. Treasury Bill, 0.00% due 9/10/09, value $1,939,360)				1,900		1,900,000
Greenwich Capital Markets 0.01%, dated 06/30/09 due 7/1/09 in the amount of $2,000,001 (cost $2,000,000; collaterized by $1,445,000 U.S. Treasury Bond, 9.87% due 11/15/15, value $2,040,389)				2,000		2,000,000
Mizuho Securities USA Inc 0.00%, dated 06/30/09 due 7/1/09 in the amount of $2,000,000 (cost $2,000,000; collaterized by $2,040,400 U.S. Treasury Bill, 0.00% due 8/13/09, value $2,040,053)				2,000		2,000,000
						5,900,000
CORPORATES–INVESTMENT GRADES–3.1%
Wells Fargo & Co. 1/29/10(a)	1.48	%		1,800		1,796,816
TOTAL INVESTMENTS–99.9% (cost $57,447,083)						57,447,083
Other assets less liabilities–0.1%						33,808
NET ASSETS–100.0%					$	57,480,891

2

AllianceBernstein Variable Products Series Fund

(a) Floating Rate Security. Stated interest rate was in effect at June 30, 2009.

* 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
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $57,447,083)	$	57,447,083
Cash		48,120
Interest receivable		91,601
Receivable for capital stock sold		15,318
Other assets		16,544
Total assets		57,618,666
LIABILITIES
Payable for capital stock redeemed		15,243
Audit fee payable		28,746
Administrative fee payable		27,580
Advisory fee payable		21,927
Custodian fee payable		21,615
Legal fee payable		11,151
Distribution fee payable		7,236
Dividends payable		677
Transfer Agent fee payable		129
Accrued expenses		3,471
Total liabilities		137,775
NET ASSETS	$	57,480,891
COMPOSITION OF NET ASSETS
Capital stock, at par	$	57,497
Additional paid-in capital		57,423,005
Distributions in excess of net investment income		(26	)
Accumulated net realized gain on investment transactions		415
	$	57,480,891

Net Asset Value Per Share—2 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	23,598,513	23,604,997	$	1.00
B	$	33,882,378	33,891,573	$	1.00

See notes to financial statements.

4

MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	396,150
EXPENSES
Advisory fee (see Note B)		141,499
Distribution fee—Class B		46,023
Transfer agency—Class A		522
Transfer agency—Class B		738
Administrative		46,140
Custodian		44,337
Audit		22,728
Legal		17,958
Printing		2,997
Directors’ fees		1,354
Miscellaneous		14,991
Total expenses		339,287
Less: expenses waived by the Distributor (see Note C)		(16,321	)
Less: expenses waived by the Adviser (see Note B)		(2,643	)
Net expenses		320,323
Net investment income		75,827
REALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		824
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	76,651

See notes to financial statements.

5

MONEY MARKET PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	75,827		$	910,943
Net realized gain (loss) on investment transactions		824			(2	)
Net increase in net assets from operations		76,651			910,941
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(44,911	)		(472,196	)
Class B		(30,916	)		(438,747	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(7,463,233	)		17,487,030
Total increase (decrease)		(7,462,409	)		17,487,028
NET ASSETS
Beginning of period		64,943,300			47,456,272
End of period (including distributions in excess of net investment income of $(26) and $(26), respectively)	$	57,480,891		$	64,943,300

See notes to financial statements.

6

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 maximum current income to the extent consistent with safety of principal and liquidity. 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 fifteen 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (‘“FASB”) 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 Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Certificate of Deposit

$

–0

–

$

22,649,861

$

–0

–

$

22,649,861

U.S. Government & Government Sponsored Agency Obligations

–0

–

19,008,349

–0

–

19,008,349

Commercial Paper

–0

–

8,092,057

–0

–

8,092,057

Repurchase Agreements

–0

–

5,900,000

–0

–

5,900,000

Corporates—Investment Grades

–0

–

1,796,816

–0

–

1,796,816

–0

–

57,447,083

–0

–

57,447,083

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

–0

–

$

57,447,083

$

–0

–

$

57,447,083

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

7

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

4. 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.

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 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.

7. Recent Accounting Pronouncement

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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. For the six months ended June 30, 2009, the Adviser has voluntarily agreed to waive a portion of such fees in the amount of $2,643.

Pursuant to the investment advisory agreement, the Fund paid $46,140 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, 2009.

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 $576 for the six months ended June 30, 2009.

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.

8

AllianceBernstein Variable Products Series Fund

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.

For the six months ended June 30, 2009, the Distributor has voluntarily agreed to waive a portion of the distribution fees in the amount of $16,321 for Class B shares.

NOTE D: Investment Transactions

At June 30, 2009, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes.

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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	4,272,069		26,168,176		$	4,272,090		$	26,168,176
Shares issued in reinvestment of dividends	72,771		472,196			72,771			472,196
Shares redeemed	(9,266,661	)	(21,730,611	)		(9,266,661	)		(21,730,611	)
Net increase (decrease)	(4,921,821	)	4,909,761		$	(4,921,800	)	$	4,909,761
Class B
Shares sold	16,688,065		42,533,708		$	16,688,095		$	42,533,708
Shares issued in reinvestment of dividends	55,484		438,747			55,484			438,747
Shares redeemed	(19,285,012	)	(30,395,186	)		(19,285,012	)		(30,395,186	)
Net increase (decrease)	(2,541,463	)	12,577,269		$	(2,541,433	)	$	12,577,269

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 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.

9

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE G: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	910,943	$	2,128,195
Total distributions paid	$	910,943	$	2,128,195

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(409	)(a)
Total accumulated earnings/(deficit)	$	(409	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward of $409, of which $198 expires in the year 2012, $209 expires in the year 2013, and $2 expires in 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

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 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.

10

AllianceBernstein Variable Products Series Fund

NOTE I: Department of Treasury’s Temporary Guarantee Program for Money Market Funds

The Fund’s Board of Directors (the “Board”) has approved the continued participation of the Portfolio in the U.S. Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). The initial term of the program was from September 18, 2008 to December 18, 2008 and its term was recently extended to September 18, 2009. The Treasury does not currently have the authority to extend the Program beyond September 18, 2009. The Program applies to shares of the Portfolio held by shareholders as of the close of business as of September 19, 2008 (the “Covered Shareholders”). Subject to the limitations discussed below, the Program will protect Covered Shareholders if the Portfolio “breaks the buck”, meaning that the stable net asset value (“NAV”) of $1.00 per share that the Portfolio seeks to maintain falls below $.995 per share (the “Guarantee Event”). In order to qualify for this protection, the Portfolio must liquidate within approximately 30 days after the Guarantee Event. The Treasury will cover any shortfall between the NAV at the time of liquidation and $1.00 per share.

Because payments under the Program continue to apply to Covered Shareholders based on the number of shares held on September 19, 2008, a shareholder would receive no payments for any increase in the number of the Portfolio’s shares held after that date. If a shareholder closes his or her account, the shareholder will not be covered by the Program. If the number of shares held in an account fluctuates after September 19, 2008 due to purchases and sales of shares during the Program period, a shareholder would be covered for the number of shares held in the account as of the close of business on September 19, 2008 or the number of shares held on the date of the Guarantee Event, whichever is less. Initial purchases of shares by new shareholders after September 19, 2008 are not eligible for coverage under the Program.

The Portfolio is required to pay a fee to the Treasury for its participation in the Program based on the Portfolio’s aggregate NAV on September 19, 2008. The fee for the Portfolio’s continued participation in the Program is 0.015% of its aggregate NAV on September 19, 2008. This is in addition to the fee paid by the Portfolio for its initial participation in the Program of 0.01% and for its participation in the first extension of the Program until April 30, 2009 of 0.015%, both of which were based on the Portfolio’s aggregate NAV on September 19, 2008. The Program extension payment amounts, when combined with prior payment amounts, equate to 0.04% (on an annualized basis) of the Portfolio’s asset base over the entire extended program term.

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
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	–0	–(a)(d)	.02		.04		.04		.02		.01	(a)
Less: Dividends
Dividends from net investment income	–0	–(a)(d)	(.02	)	(.04	)	(.04	)	(.02	)	(.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)	.16	%	1.90	%	4.35	%	4.22	%	2.35	%	.71	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$23,599		$28,520		$23,610		$27,087		$30,370		$36,740
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.92	%(e)	.96	%	.99	%	.93	%(c)	.93	%	.69	%
Expenses, before waivers and reimbursements	.93	%(e)	.96	%	.99	%	.93	%(c)	.93	%	.73	%
Net investment income	.34	%(a)(e)	1.85	%	4.28	%	4.13	%(c)	2.30	%	.68	%(a)

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
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	–0	–(a)(d)	.02		.04		.04		.02		–0	–(a)(d)
Less: Dividends
Dividends from net investment income	–0	–(d)	(.02	)	(.04	)	(.04	)	(.02	)	–0	–(d)
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)	.08	%	1.64	%	4.08	%	3.96	%	2.10	%	.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$33,882		$36,423		$23,846		$24,537		$25,778		$28,287
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.09	%(e)	1.20	%	1.24	%	1.19	%(c)	1.19	%	.94	%
Expenses, before waivers and reimbursements	1.18	%(e)	1.20	%	1.24	%	1.19	%(c)	1.19	%	.98	%
Net investment income	.17	%(a)(e)	1.57	%	4.00	%	3.89	%(c)	2.06	%	.41	%(a)

(a) Net of expenses reimbursed/waived by the Adviser and/or the Distributor.

(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 (i) insurance company’s separate account related expense charges and (ii) 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) The ratio includes expenses attributable to costs of proxy solicitation.

(d) Amount is less than $0.01 per share.

(e) Annualized.

See notes to financial statements.

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 the September 1, 2004 Assurance of Discontinuance (“AoD”) 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 09/30/08 ($MIL)		Portfolio
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	66.6	Money Market 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 was entitled to receive $94,000 (0.18% 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    0.99% Class B    1.24%	December 31

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 22, 2008.

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.

4 The Adviser also advises AllianceBernstein Exchange Reserves, an open-end retail money market mutual fund that has a similar investment style as the Portfolio. AllianceBernstein Exchanges Reserves’ investment advisory fee schedule, which is shown on page 15, was not affected by the Adviser’s settlement with the NYAG since the fund had lower breakpoints than the NYAG related fee schedule of Low Risk Income.

14

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. 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 substantially similar investment styles as the Portfolio.⁵ 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. 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 based on September 30, 2008 net assets and 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%

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.

15

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, 2008 net assets and the Portfolio’s advisory fees:

Portfolio	Sub-advised Fund	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 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

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 1, 2008 by Reuters was €1 per $1.4013. At that currency exchange rate, €100 million would be equivalent to approximately $140.1 million. €200 million would be equivalent to approximately $280.3 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 and is a tax-exempt money market fund.

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.

16

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 Fee11	Lipper Exp. Group Median	Rank
Money Market Portfolio	0.450	0.450	6/11

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 Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Money Market Portfolio	0.993	0.630	11/11	0.497	50/50

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 research 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 and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, 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 $61,512 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 $104 on behalf of the Portfolio to ABI.

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.

17

MONEY MARKET 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 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”).¹⁴ During the most recently completed fiscal year, ABIS received a fee of $786 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 Deli¹⁷ 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.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 assets under management (“AUM”), family AUM, index fund indicator and investment style. 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 fund size and the large asset manager’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $590 billion as of September 30, 2008, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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 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 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

AllianceBernstein Variable Products Series Fund

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year net and gross performance returns and rankings of the Portfolio¹⁹ relative to its Lipper Performance Group (“PG”)²⁰ and Lipper Performance Universe (“PU”) for the periods ended July 31, 2008.²¹

Money Market Portfolio	Portfolio Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
(Net)
1 year	3.07	3.54	3.59	9/11	54/59
3 year	3.69	4.05	4.19	11/11	56/58
5 year	2.61	2.88	3.01	11/11	54/56
10 year	3.06	3.21	3.35	8/9	50/52
(Gross)
1 year	4.09	4.16	4.11	8/11	33/59
3 year	4.70	4.72	4.71	7/11	30/58
5 year	3.51	3.52	3.52	8/11	31/56
10 year	3.85	3.85	3.88	4/9	32/52

Set forth below are the 1, 3, 5, 10 year and since inception net performance returns of the Portfolio (in bold)²² versus its benchmark.²³ Portfolio volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	Periods Ending July 31, 2008 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized			Risk Period (Year)
						Volatility (%)	Sharpe (%)
Money Market Portfolio	3.07	3.69	2.61	3.06	3.46	0.53	–	3.14	10
Lipper VA Money Market Average of funds	3.46	4.07	2.90	3.31	3.79	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 25, 2008

19 The net performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the net performance returns of the Portfolio that are shown were 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.

20 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.

21 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.

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 the periods through July 31, 2008. 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.

24 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.

19

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	901.11	$	6.93	1.47	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.50	$	7.35	1.47	%
Class B
Actual	$	1,000	$	899.35	$	8.15	1.73	%
Hypothetical (5% return before expenses)	$	1,000	$	1,016.22	$	8.65	1.73	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	3,231,450	8.9	%
Digital Realty Trust, Inc.		1,828,350	5.0
Ventas, Inc.		1,653,199	4.6
Rayonier, Inc.		1,464,832	4.0
Boston Properties, Inc.		1,397,610	3.9
HCP, Inc.		1,367,815	3.8
Public Storage		1,299,778	3.6
Vornado Realty Trust		1,269,756	3.5
Corporate Office Properties Trust		1,193,731	3.3
Tanger Factory Outlet Centers		1,183,695	3.3
	$	15,890,216	43.9	%

INDUSTRY DIVERSIFICATION

June 30, 2009 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	7,346,397	20.9	%
Office		4,930,989	14.1
Health Care		4,832,850	13.8
Regional Mall		4,733,856	13.5
Multi-Family		3,732,536	10.6
Shopping Center/Other Retail		3,614,471	10.3
Lodging		2,215,521	6.3
Self Storage		1,771,553	5.0
Industrial Warehouse Distribution		1,109,043	3.2
Triple Net		501,245	1.4
Manufactured Homes		305,248	0.9
Total Investments	$	35,093,709	100.0	%

* Long-term investments.

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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–96.9%
EQUITY: OTHER–35.0%
DIVERSIFIED/SPECIALTY–20.3%
Alexandria Real Estate Equities, Inc.	21,900	$	783,801
BioMed Realty Trust, Inc.	22,600		231,198
Digital Realty Trust, Inc.	51,000		1,828,350
DuPont Fabros Technology, Inc.	65,900		620,778
Entertainment Properties Trust	37,600		774,560
Jones Lang LaSalle, Inc.	11,400		373,122
Rayonier, Inc.	40,298		1,464,832
Vornado Realty Trust	28,198		1,269,756
			7,346,397
HEALTH CARE–13.3%
HCP, Inc.	64,550		1,367,815
Health Care REIT, Inc.	28,100		958,210
Nationwide Health Properties, Inc.	24,300		625,482
Omega Healthcare Investors, Inc.	14,700		228,144
Ventas, Inc.	55,365		1,653,199
			4,832,850
TRIPLE NET–1.4%
National Retail Properties, Inc.	25,100		435,485
Realty Income Corp.	3,000		65,760
			501,245
			12,680,492
RETAIL–23.1%
REGIONAL MALL–13.1%
CBL & Associates Properties, Inc.	79,150		426,618
Macerich Co.	15,179		267,302
Simon Property Group, Inc.	62,832		3,231,450
Taubman Centers, Inc.	30,100		808,486
			4,733,856
SHOPPING CENTER/OTHER RETAIL–10.0%
Developers Diversified Realty Corp.	109,600		534,848
Kimco Realty Corp.	33,100		332,655
Kite Realty Group Trust	45,600		133,152
Regency Centers Corp.	23,800		830,858
Tanger Factory Outlet Centers	36,500		1,183,695
Weingarten Realty Investors	41,300		599,263
			3,614,471
			8,348,327
RESIDENTIAL–16.0%
MANUFACTURED HOMES–0.8%
Equity Lifestyle Properties, Inc.	8,210		305,248

Company	Shares	U.S. $ Value
MULTI-FAMILY–10.3%
AvalonBay Communities, Inc.	5,500	$	307,670
Camden Property Trust	15,300		422,280
Equity Residential	49,600		1,102,608
Essex Property Trust, Inc.	2,200		136,906
Home Properties, Inc.	16,365		558,046
Mid-America Apartment Communities, Inc.	20,810		763,935
UDR, Inc.	42,700		441,091
			3,732,536
SELF STORAGE–4.9%
Extra Space Storage, Inc.	56,500		471,775
Public Storage	19,850		1,299,778
			1,771,553
			5,809,337
OFFICE–13.6%
OFFICE–13.6%
Boston Properties, Inc.	29,300		1,397,610
Brandywine Realty Trust	53,100		395,595
Brookfield Properties Corp.	39,250		312,823
Corporate Office Properties Trust	40,700		1,193,731
Duke Realty Corp.	48,900		428,853
Government Properties Income Trust(a)	8,000		164,240
Kilroy Realty Corp.	5,650		116,051
Mack-Cali Realty Corp.	33,500		763,800
SL Green Realty Corp.	6,900		158,286
			4,930,989
LODGING–6.1%
LODGING–6.1%
DiamondRock Hospitality Co.	78,100		488,906
Hospitality Properties Trust	15,700		186,673
Host Hotels & Resorts, Inc.	124,140		1,041,535
LaSalle Hotel Properties	8,900		109,826
Sunstone Hotel Investors, Inc.	72,632		388,581
			2,215,521
INDUSTRIALS–3.1%
INDUSTRIAL WAREHOUSE DISTRIBUTION–3.1%
First Potomac Realty Trust	36,000		351,000
ProLogis	94,050		758,043
			1,109,043
TOTAL INVESTMENTS–96.9% (cost $36,196,012)			35,093,709
Other assets less liabilities–3.1%			1,129,722
NET ASSETS–100.0%		$	36,223,431

(a) Non-income producing security.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

3

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $36,196,012)	$	35,093,709
Cash		199,349
Receivable for investment securities sold		917,110
Receivable for capital stock sold		144,605
Dividends receivable		140,579
Total assets		36,495,352
LIABILITIES
Payable for capital stock redeemed		85,656
Payable for investment securities purchased		64,849
Audit fee payable		29,443
Administrative fee payable		26,090
Custodian fee payable		21,306
Advisory fee payable		15,597
Legal fee payable		15,030
Distribution fee payable		1,875
Transfer Agent fee payable		125
Accrued expenses		11,950
Total liabilities		271,921
NET ASSETS	$	36,223,431
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,396
Additional paid-in capital		46,467,596
Undistributed net investment income		209,097
Accumulated net realized loss on investment transactions		(9,356,355	)
Net unrealized depreciation of investments		(1,102,303	)
	$	36,223,431

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	27,339,839	4,076,730	$	6.71
B	$	8,883,592	1,319,193	$	6.73

See notes to financial statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $1,987)	$	369,681
EXPENSES
Advisory fee (see Note B)		77,705
Distribution fee—Class B		10,821
Transfer agency—Class A		747
Transfer agency—Class B		333
Administrative		45,840
Custodian		40,669
Audit		23,428
Legal		14,495
Printing		2,158
Directors’ fees		1,250
Miscellaneous		1,638
Total expenses		219,084
Net investment income		150,597
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(4,746,760	)
Net change in unrealized appreciation/depreciation of investments		143,147
Net loss on investment transactions		(4,603,613	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(4,453,016	)

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	150,597		$	1,174,945
Net realized loss on investment transactions		(4,746,760	)		(3,660,877	)
Net change in unrealized appreciation/depreciation of investments		143,147			(19,036,350	)
Net decrease in net assets from operations		(4,453,016	)		(21,522,282	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(877,524	)		(713,047	)
Class B		(243,734	)		(234,778	)
Net realized gain on investment transactions
Class A		(636,788	)		(10,858,993	)
Class B		(209,279	)		(4,707,359	)
CAPITAL STOCK TRANSACTIONS
Net increase		7,457,423			927,259
Total increase (decrease)		1,037,082			(37,109,200	)
NET ASSETS
Beginning of period		35,186,349			72,295,549
End of period (including undistributed net investment income of $209,097 and $1,179,758, respectively)	$	36,223,431		$	35,186,349

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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. 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

35,093,709

$

–0

–

$

–0

–

$

35,093,709

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

35,093,709

$

–0

–

$

–0

–

$

35,093,709

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No.48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

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AllianceBernstein Variable Products Series Fund

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009 amounted to $24,490, 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 $576 for the six months ended June 30, 2009.

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.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U. S. government securities)	$	21,073,505		$	14,950,306
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	$	3,369,040
Gross unrealized depreciation		(4,471,343	)
Net unrealized depreciation	$	(1,102,303	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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

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AllianceBernstein Variable Products Series Fund

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	1,407,134		440,141		$	10,288,199		$	5,244,022
Shares issued in reinvestment of dividends and distributions	215,714		892,904			1,514,312			11,572,040
Shares redeemed	(609,638	)	(1,351,097	)		(3,800,328	)		(16,525,963	)
Net increase (decrease)	1,013,210		(18,052	)	$	8,002,183		$	290,099
Class B
Shares sold	71,538		199,003		$	445,028		$	2,382,465
Shares issued in reinvestment of dividends and distributions	64,257		380,750			453,013			4,942,137
Shares redeemed	(229,231	)	(542,219	)		(1,442,801	)		(6,687,442	)
Net increase (decrease)	(93,436	)	37,534		$	(544,760	)	$	637,160

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.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	1,057,062	$	3,843,405
Net long-term capital gains		15,457,115		13,720,840
Total taxable distributions		16,514,177		17,564,245
Total distributions paid	$	16,514,177	$	17,564,245

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,071,311
Undistributed long term capital gain		828,577
Accumulated capital and other losses		(4,495,327	)(a)
Unrealized appreciation/(depreciation)		(1,342,228	)(b)
Total accumulated earnings/(deficit)	$	(3,937,667	)(c)

(a) Net capital and 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, 2008, the Portfolio defers post-October capital losses of $4,495,327 to January 1, 2009.

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

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to deferred income from an underlying security.

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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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$7.86		$16.23		$22.83		$19.98		$20.66		$15.62
Income From Investment Operations
Net investment income (a)	.04		.26		.22		.29		.32		.39	(b)
Net realized and unrealized gain (loss) on investment transactions	(.80	)	(4.38	)	(2.91	)	6.02		1.84		5.05
Net increase (decrease) in net asset value from operations	(.76	)	(4.12	)	(2.69	)	6.31		2.16		5.44
Less: Dividends and Distributions
Dividends from net investment income	(.23	)	(.26	)	(.30	)	(.47	)	(.68	)	(.40	)
Distributions from net realized gain on investment transactions	(.16	)	(3.99	)	(3.61	)	(2.99	)	(2.16	)	–0	–
Total dividends and distributions	(.39	)	(4.25	)	(3.91	)	(3.46	)	(2.84	)	(.40	)
Net asset value, end of period	$6.71		$7.86		$16.23		$22.83		$19.98		$20.66
Total Return
Total investment return based on net asset value (c)	(9.89	)%	(35.68	)%	(14.53	)%	35.22	%	11.67	%	35.63	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$27,340		$24,082		$50,015		$80,317		$67,161		$88,441
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.47	%(d)	1.01	%	.85	%	.83	%(e)	.83	%	.77	%
Expenses, before waivers and reimbursements	1.47	%(d)	1.01	%	.85	%	.83	%(e)	.83	%	.99	%
Net investment income	1.18	%(d)	2.13	%	1.09	%	1.33	%(e)	1.64	%	2.26	%(b)
Portfolio turnover rate	52	%	46	%	51	%	47	%	46	%	35	%

See footnote summary on page 15.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$7.86		$16.20		$22.80		$19.94		$20.54		$15.55
Income From Investment Operations
Net investment income (a)	.03		.22		.16		.22		.38		.34	(b)
Net realized and unrealized gain (loss) on investment transactions	(.81	)	(4.37	)	(2.90	)	6.03		1.72		5.03
Net increase (decrease) in net asset value from operations	(.78	)	(4.15	)	(2.74	)	6.25		2.10		5.37
Less: Dividends and Distributions
Dividends from net investment income	(.19	)	(.20	)	(.25	)	(.40	)	(.54	)	(.38	)
Distributions from net realized gain on investment transactions	(.16	)	(3.99	)	(3.61	)	(2.99	)	(2.16	)	–0	–
Total dividends and distributions	(.35	)	(4.19	)	(3.86	)	(3.39	)	(2.70	)	(.38	)
Net asset value, end of period	$6.73		$7.86		$16.20		$22.80		$19.94		$20.54
Total Return
Total investment return based on net asset value (c)	(10.06	)%	(35.82	)%	(14.76	)%	34.88	%	11.40	%	35.28	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$8,883		$11,104		$22,281		$33,461		$24,875		$67,457
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.73	%(d)	1.26	%	1.10	%	1.08	%(e)	1.06	%	1.02	%
Expenses, before waivers and reimbursements	1.73	%(d)	1.26	%	1.10	%	1.08	%(e)	1.06	%	1.24	%
Net investment income	.80	%(d)	1.83	%	.80	%	1.04	%(e)	2.11	%	2.02	%(b)
Portfolio turnover rate	52	%	46	%	51	%	47	%	46	%	35	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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.

See notes to financial statements.

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

16

AllianceBernstein Variable Products Series Fund

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. At the May 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Financial Times Stock Exchange (FTSE) National Association of Real Estate Investment Trusts Equity REIT Index (the “FTSE NAREIT Equity REIT 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, 2009 and (in the case of comparisons with the indices) the since inception period (January 1997 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, 1st quintile of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period and 2nd quintile of the Performance Group and the Performance Universe for the 10-year period, and that the Portfolio outperformed the FTSE NAREIT Equity REIT Index in all periods reviewed and underperformed the S&P 500 Stock Index in the 1- and 3-year periods 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 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 even after taking account of the administrative expense reimbursement made to the Adviser of 16 basis points. 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 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 16 basis point impact of the administrative expense reimbursement in the latest fiscal year, 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 the Expense Universe medians. The directors noted that the Portfolio’s assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the Portfolio’s fixed costs had resulted in an increase in the Portfolio’s expense ratio. The directors noted that the Portfolio’s relatively modest size (less than $25 million at February 29, 2009) 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 generally. 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.

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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	22.6	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 $91,000 (0.16% 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    1.01% Class B    1.26%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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

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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)5	Portfolio Advisory Fee (%)
Real Estate Investment Portfolio	$	22.6	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	0.700	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

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $75 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 Assumes 50 bp on the balance.

20

AllianceBernstein Variable Products Series Fund

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 AllianceBernstein Global Real Estate Investment Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective 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

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 Exp. Group Median (%)	Rank
Real Estate Investment Portfolio	0.550	0.844	1/14

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.

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.

21

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹³

Portfolio	Expense Ratio (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Real Estate Investment Portfolio	1.014	0.964	11/14	0.936	17/22

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.

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 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $44,828 in Rule 12b-1 fees.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

22

AllianceBernstein Variable Products Series Fund

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, 2008, the Adviser determined that it made payments in the amount of $80,055 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 $969 from the Portfolio.¹⁵

The Portfolio may affect 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. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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,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 Deli¹⁷ 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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 2008.

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 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.

23

REAL ESTATE INVESTMENT 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, 2009.²¹

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–45.23	–48.99	–48.47	1/14	4/25
3 year	–16.66	–18.98	–18.34	2/13	5/23
5 year	–1.88	–3.40	–3.26	1/12	3/17
10 year	6.27	5.37	5.68	2/7	4/11

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, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Real Estate Investment Portfolio	–45.23	–16.66	–1.88	6.27	4.97	20.76	0.24	10
NAREIT Equity Index	–47.97	–18.25	–3.67	5.62	4.31	20.96	0.22	10
S&P 500 Stock Index	–38.63	–11.78	–4.24	–2.65	2.45	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 1, 2009

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 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.

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 January 31, 2009.

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.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,170.82	$	9.58	1.78	%
Hypothetical (5% return before expenses)	$	1,000	$	1,015.97	$	8.90	1.78	%
Class B
Actual	$	1,000	$	1,169.49	$	10.92	2.03	%
Hypothetical (5% return before expenses)	$	1,000	$	1,014.73	$	10.14	2.03	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
VistaPrint Ltd.	$	559,781	1.7	%
Baldor Electric Co		523,380	1.6
PMC—Sierra, Inc.		495,112	1.5
ON Semiconductor Corp.		493,234	1.5
Citi Trends, Inc.		478,780	1.5
NuVasive Inc.		463,840	1.4
Bucyrus International, Inc.—Class A		445,536	1.4
Carter’s, Inc.		442,980	1.3
Strayer Education, Inc.		440,582	1.3
National CineMedia, Inc.		433,440	1.3
	$	4,776,665	14.5	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	8,859,141	27.0	%
Health Care		7,300,335	22.2
Consumer Discretionary		6,872,814	20.9
Industrials		4,868,901	14.8
Energy		1,902,287	5.8
Financials		1,772,562	5.4
Materials		541,671	1.7
Telecommunication Services		515,386	1.6
Consumer Staples		192,140	0.6
Total Investments	$	32,825,237	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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.6%
INFORMATION TECHNOLOGY–26.9%
COMMUNICATIONS EQUIPMENT–5.0%
Aruba Networks, Inc.(a)	28,500	$	249,090
Brocade Communications Systems, Inc.(a)	48,900		382,398
Ciena Corp.(a)	25,500		263,925
F5 Networks, Inc.(a)	12,400		428,916
Netgear, Inc.(a)	21,700		312,697
			1,637,026
INTERNET SOFTWARE & SERVICES–6.4%
Akamai Technologies, Inc.(a)	21,200		406,616
Constant Contact, Inc.(a)	16,100		319,424
DealerTrack Holdings, Inc.(a)	17,400		295,800
Digital River, Inc.(a)	10,300		374,096
The Knot, Inc.(a)	18,900		148,932
VistaPrint Ltd.(a)	13,125		559,781
			2,104,649
IT SERVICES–0.9%
CyberSource Corp.(a)	18,900		289,170
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–9.0%
Advanced Analogic Technologies, Inc.(a)	60,800		279,072
Atheros Communications, Inc.(a)	12,200		234,728
Cymer, Inc.(a)	6,100		181,353
Formfactor, Inc.(a)	14,800		255,152
Hittite Microwave Corp.(a)	7,200		250,200
Intellon Corp.(a)	22,000		93,500
ON Semiconductor Corp.(a)	71,900		493,234
PMC–Sierra, Inc.(a)	62,200		495,112
Skyworks Solutions, Inc.(a)	29,100		284,598
Teradyne, Inc.(a)	35,900		246,274
Verigy Ltd.(a)	12,600		153,342
			2,966,565
SOFTWARE–5.6%
Ariba, Inc.(a)	25,300		248,952
Informatica Corp.(a)	18,940		325,579
MICROS Systems, Inc.(a)	15,700		397,524
Quest Software, Inc.(a)	18,100		252,314
SuccessFactors, Inc.(a)	30,900		283,662
Sybase, Inc.(a)	5,700		178,638
THQ, Inc.(a)	24,450		175,062
			1,861,731
			8,859,141
HEALTH CARE–22.1%
BIOTECHNOLOGY–8.0%
Acorda Therapeutics, Inc.(a)	10,400		293,176
Alexion Pharmaceuticals, Inc.(a)	9,300		382,416
Allos Therapeutics, Inc.(a)	44,100		365,589
Genomic Health, Inc.(a)	15,300		265,149

Company	Shares	U.S. $ Value
Immunogen, Inc.(a)	14,800	$	127,428
Incyte Corp. Ltd.(a)	25,200		82,908
InterMune, Inc.(a)	8,300		126,160
Medivation, Inc.(a)	4,200		94,122
Onyx Pharmaceuticals, Inc.(a)	9,800		276,948
OSI Pharmaceuticals, Inc.(a)	2,800		79,044
Pharmasset, Inc.(a)	10,900		122,625
Savient Pharmaceuticals, Inc.(a)	10,500		145,530
United Therapeutics Corp.(a)	3,500		291,655
			2,652,750
HEALTH CARE EQUIPMENT & SUPPLIES–4.2%
Masimo Corp.(a)	10,500		253,155
NuVasive, Inc.(a)	10,400		463,840
Resmed, Inc.(a)	7,900		321,767
Volcano Corp.(a)	25,400		355,092
			1,393,854
HEALTH CARE PROVIDERS & SERVICES–3.3%
CardioNet, Inc.(a)	3,800		62,016
HMS Holdings Corp.(a)	10,500		427,560
IPC The Hospitalist Co., Inc.(a)	11,400		304,266
LHC Group, Inc.(a)	12,700		282,067
			1,075,909
HEALTH CARE TECHNOLOGY–2.3%
athenahealth, Inc.(a)	9,000		333,090
MedAssets, Inc.(a)	20,300		394,835
Medidata Solutions, Inc.(a)	2,400		39,312
			767,237
LIFE SCIENCES TOOLS & SERVICES–3.2%
AMAG Pharmaceuticals, Inc.(a)	5,000		273,350
Illumina, Inc.(a)	10,200		397,188
Qiagen NV(a)	20,600		382,954
			1,053,492
PHARMACEUTICALS–1.1%
Auxilium Pharmaceuticals, Inc.(a)	1,600		50,208
Optimer Pharmaceuticals, Inc.(a)	20,500		306,885
			357,093
			7,300,335
CONSUMER DISCRETIONARY–20.8%
DISTRIBUTORS–0.7%
LKQ Corp.(a)	15,100		248,395
DIVERSIFIED CONSUMER SERVICES–4.6%
American Public Education, Inc.(a)	7,300		289,153
Corinthian Colleges, Inc.(a)	21,400		362,302
K12, Inc.(a)	19,810		426,906
Strayer Education, Inc.	2,020		440,582
			1,518,943

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–3.8%
Great Wolf Resorts, Inc.(a)	53,700	$	109,548
Orient-Express Hotels Ltd.–Class A	34,400		292,056
Panera Bread Co.–Class A(a)	5,000		249,300
Red Robin Gourmet Burgers, Inc.(a)	13,450		252,187
Texas Roadhouse, Inc.–Class A(a)	31,900		348,029
			1,251,120
HOUSEHOLD DURABLES–0.9%
Tempur-Pedic International, Inc.	21,600		282,312
INTERNET & CATALOG RETAIL–1.2%
NetFlix, Inc.(a)	9,200		380,328
MEDIA–1.4%
National CineMedia, Inc.	31,500		433,440
RHI Entertainment, Inc.(a)	12,300		39,237
			472,677
MULTILINE RETAIL–1.0%
Dollar Tree, Inc.(a)	8,000		336,800
SPECIALTY RETAIL–5.9%
American Eagle Outfitters, Inc.	26,300		372,671
Citi Trends, Inc.(a)	18,500		478,780
Dick’s Sporting Goods, Inc.(a)	19,100		328,520
Hibbett Sports, Inc.(a)	14,100		253,800
J Crew Group, Inc.(a)	14,800		399,896
Lumber Liquidators, Inc.(a)	6,700		105,592
			1,939,259
TEXTILES, APPAREL & LUXURY GOODS–1.3%
Carter’s, Inc.(a)	18,000		442,980
			6,872,814
INDUSTRIALS–14.8%
AEROSPACE & DEFENSE–1.0%
Hexcel Corp.(a)	33,500		319,255
BUILDING PRODUCTS–0.5%
Simpson Manufacturing Co., Inc.	8,300		179,446
COMMERCIAL SERVICES & SUPPLIES–1.0%
Stericycle, Inc.(a)	6,680		344,221
ELECTRICAL EQUIPMENT–3.8%
Ametek, Inc.	11,500		397,670
Baldor Electric Co.	22,000		523,380
EnerSys(a)	18,600		338,334
			1,259,384
MACHINERY–6.2%
Actuant Corp.–Class A	23,200		283,040
Bucyrus International, Inc.–Class A	15,600		445,536
IDEX Corp.	17,355		426,412
Joy Global, Inc.	8,700		310,764
Lincoln Electric Holdings, Inc.	1,000		36,040

Company	Shares	U.S. $ Value
RBC Bearings, Inc.(a)	11,000	$	224,950
Valmont Industries, Inc.	4,200		302,736
			2,029,478
MARINE–1.0%
Kirby Corp.(a)	10,000		317,900
ROAD & RAIL–1.3%
Genesee & Wyoming, Inc.–Class A(a)	5,700		151,107
Knight Transportation, Inc.	16,200		268,110
			419,217
			4,868,901
ENERGY–5.8%
ENERGY EQUIPMENT & SERVICES–3.5%
Complete Production Services, Inc.(a)	39,600		251,856
Core Laboratories NV	2,084		181,621
FMC Technologies, Inc.(a)	5,400		202,932
Oceaneering International, Inc.(a)	5,600		253,120
Superior Energy Services, Inc.(a)	14,200		245,234
			1,134,763
OIL, GAS & CONSUMABLE FUELS–2.3%
Bill Barrett Corp.(a)	2,700		74,142
Cabot Oil & Gas Corp.	9,600		294,144
Concho Resources, Inc./Midland TX(a)	6,400		183,616
Newfield Exploration Co.(a)	6,600		215,622
			767,524
			1,902,287
FINANCIALS–5.4%
CAPITAL MARKETS–4.7%
Affiliated Managers Group, Inc.(a)	6,800		395,692
Greenhill & Co., Inc.	5,000		361,050
KBW, Inc.(a)	14,100		405,516
Stifel Financial Corp.(a)	7,650		367,888
			1,530,146
COMMERCIAL BANKS–0.7%
PrivateBancorp, Inc.	10,900		242,416
			1,772,562
MATERIALS–1.6%
CHEMICALS–1.6%
Airgas, Inc.	2,700		109,431
Calgon Carbon Corp.(a)	17,600		244,464
Solutia, Inc.(a)	32,600		187,776
			541,671
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.6%
Cbeyond, Inc.(a)	13,000		186,550

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
WIRELESS TELECOMMUNICATION SERVICES–1.0%
SBA Communications Corp.–Class A(a)	13,400	$	328,836
			515,386
CONSUMER STAPLES–0.6%
FOOD PRODUCTS–0.6%
Green Mountain Coffee Roasters, Inc.(a)	3,250		192,140

Company	Shares	U.S. $ Value
WARRANTS–0.0%
INFORMATION TECHNOLOGY–0.0%
COMMUNICATIONS EQUIPMENT–0.0%
Lantronix, Inc., expiring 2/09/11(a) (cost $0)	2,486	$	0
TOTAL INVESTMENTS–99.6% (cost $31,758,867)			32,825,237
Other assets less liabilities–0.4%			120,288
NET ASSETS–100.0%		$	32,945,525

(a) Non-income producing security.

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $31,758,867)	$	32,825,237
Cash		345,237
Receivable for investment securities sold		526,067
Receivable for capital stock sold		7,192
Dividends receivable		1,730
Total assets		33,705,463
LIABILITIES
Payable for investment securities purchased		592,651
Payable for capital stock redeemed		27,862
Administrative fee payable		27,340
Advisory fee payable		20,247
Distribution fee payable		2,675
Transfer Agent fee payable		124
Accrued expenses		89,039
Total liabilities		759,938
NET ASSETS	$	32,945,525
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,366
Additional paid-in capital		83,353,798
Accumulated net investment loss		(221,366	)
Accumulated net realized loss on investment transactions		(51,256,643	)
Net unrealized appreciation of investments		1,066,370
	$	32,945,525

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	19,910,004	2,016,284	$	9.87
B	$	13,035,521	1,349,615	$	9.66

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $88)	$	46,458
EXPENSES
Advisory fee (see Note B)		107,230
Distribution fee—Class B		13,956
Transfer agency—Class A		779
Transfer agency—Class B		501
Custodian		57,906
Administrative		45,840
Audit		22,712
Legal		14,188
Printing		2,788
Directors’ fees		1,200
Miscellaneous		724
Total expenses		267,824
Net investment loss		(221,366	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(5,885,705	)
Net change in unrealized appreciation/depreciation of investments		10,783,418
Net gain on investment transactions		4,897,713
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,676,347

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, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(221,366	)	$	(559,721	)
Net realized loss on investment transactions		(5,885,705	)		(3,576,475	)
Net change in unrealized appreciation/depreciation of investments		10,783,418			(22,124,470	)
Contributions from Adviser		–0	–		574
Net increase (decrease) in net assets from operations		4,676,347			(26,260,092	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(844,599	)		(9,430,426	)
Total increase (decrease)		3,831,748			(35,690,518	)
NET ASSETS
Beginning of period		29,113,777			64,804,295
End of period (including accumulated net investment loss of ($221,366) and $0, respectively)	$	32,945,525		$	29,113,777

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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. 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

32,825,237

$

–0

–

$

–0

–

$

32,825,237

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

32,825,237

$

–0

–

$

–0

–

$

32,825,237

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

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AllianceBernstein Variable Products Series Fund

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 year ended December 31, 2008, the Adviser made a payment of $574 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.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 to the Adviser representing the cost of certain legal and accounting services provided to the Fund by the Adviser for the six months ended June 30, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009 amounted to $49,108, of which $6 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 $576 for the six months ended June 30, 2009.

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.

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	15,915,796		$	16,174,819
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	$	4,282,539
Gross unrealized depreciation		(3,216,169	)
Net unrealized appreciation	$	1,066,370

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes, as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principle types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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.

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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, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	141,043		1,316,136		$	1,206,057		$	17,575,647
Shares redeemed	(259,118	)	(1,757,221	)		(2,155,557	)		(22,990,073	)
Net decrease	(118,075	)	(441,085	)	$	(949,500	)	$	(5,414,426	)
Class B
Shares sold	172,911		407,949		$	1,522,018		$	4,774,463
Shares redeemed	(168,390	)	(704,048	)		(1,417,117	)		(8,790,463	)
Net decrease	4,521		(296,099	)	$	104,901		$	(4,016,000	)

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(43,927,347	)(a)
Unrealized appreciation/(depreciation)		(11,160,639	)(b)
Total accumulated earnings/(deficit)	$	(55,087,986	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward of $42,335,472 of which $41,226,800 expires in 2010 and $1,108,672 expires in 2016. 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 had $74,560 of capital loss carryforwards expire. Net capital losses incurred after October 31, 2008 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, 2008, the Portfolio defers post October capital losses of $1,591,875 to January 1, 2009.

(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”).

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

14

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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$8.43		$15.48		$13.57		$12.26		$11.65		$10.17
Income From Investment Operations
Net investment loss (a)	(.06	)	(.13	)	(.12	)	(.12	)	(.11	)	(.10	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.50		(6.92	)	2.03		1.43		.72		1.58
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.44		(7.05	)	1.91		1.31		.61		1.48
Net asset value, end of period	$9.87		$  8.43		$15.48		$13.57		$12.26		$11.65
Total Return
Total investment return based on net asset value (d)	17.08	%*	(45.54	)%*	14.08	%	10.69	%	5.24	%	14.55	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$19,910		$18,003		$39,867		$48,498		$49,453		$61,661
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.78	%(e)	1.32	%	1.20	%	1.16	%(f)	1.18	%	1.14	%
Expenses, before waivers and reimbursements	1.78	%(e)	1.32	%	1.20	%	1.16	%(f)	1.18	%	1.30	%
Net investment loss	(1.45	)%(e)	(1.02	)%	(.81	)%	(.90	)%(f)	(.93	)%	(.93	)%(b)
Portfolio turnover rate	56	%	129	%	88	%	76	%	90	%	92	%

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$8.26		$15.19		$13.36		$12.09		$11.53		$10.08
Income From Investment Operations
Net investment loss (a)	(.07	)	(.15	)	(.15	)	(.15	)	(.13	)	(.12	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.47		(6.78	)	1.98		1.42		.69		1.57
Contributions from Adviser	–0	–	.00	(c)	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.40		(6.93	)	1.83		1.27		.56		1.45
Net asset value, end of period	$9.66		$  8.26		$15.19		$13.36		$12.09		$11.53
Total Return
Total investment return based on net asset value (d)	16.95	%*	(45.62	)%*	13.70	%	10.51	%	4.86	%	14.39	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$13,036		$11,111		$24,937		$22,070		$22,467		$24,448
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	2.03	%(e)	1.60	%	1.44	%	1.41	%(f)	1.43	%	1.40	%
Expenses, before waivers and reimbursements	2.03	%(e)	1.60	%	1.44	%	1.41	%(f)	1.43	%	1.56	%
Net investment loss	(1.70	)%(e)	(1.29	)%	(1.05	)%	(1.15	)%(f)	(1.18	)%	(1.19	)%(b)
Portfolio turnover rate	56	%	129	%	88	%	76	%	90	%	92	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009 and the year ended December 31, 2008 by 0.20% and 0.40%, respectively.

See notes to financial statements.

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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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2009 and (in the case of comparisons with 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 the Performance Universe for the 1-year period, 4th quintile of the Performance Group and the Performance Universe for the 3- and 10-year periods and 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 the institutional 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 18 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 an investment style similar to that of 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.

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.

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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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 administrative expense reimbursement was 18 basis points in the Portfolio’s latest fiscal year, 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 in light of the Portfolio’s historical investment performance, they had asked the Adviser to address the continued appropriateness of the Portfolio’s fee rate. In response the Adviser informed the directors that the Adviser had begun to implement changes and enhancements to address investment performance and discussed the new leadership for the Adviser effective December 2008. The Adviser further noted among other things, that while it would take time to realize the benefits of these changes, relative investment performance in 2009 had shown improvement. 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 assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the Portfolio’s fixed costs had resulted in an increase in the Portfolio’s expense ratio. The directors noted that the Portfolio’s small size (approximately $25 million at February 29, 2009) 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 generally. 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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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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	24.4	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 $92,000 (0.18% 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    1.32% Class B    1.60%	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

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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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SMALL CAP GROWTH 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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small Cap Growth Portfolio	$	24.4	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 Portfolio, 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 AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective 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 fee of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

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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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

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% on the balance	0.600	0.750
	Client #2	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance	0.650	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 Exp. Group Median	Rank
Small Cap Growth Portfolio	0.750	0.850	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 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.

7 The client is an affiliate of the Adviser.

8 Assets are aggregated with other similar managed accounts of the client 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.

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.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹³

Portfolio	Expense Ratio (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Small Cap Growth Portfolio	1.323	0.986	14/14	0.975	42/42

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 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $41,344 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, 2008, the Adviser determined that it made payments in the amount of $214,412 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

13 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

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AllianceBernstein Variable Products Series Fund

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 $969 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 Deli¹⁷ 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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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 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 CAP GROWTH 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, 2009.²¹

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–40.38	–40.38	–39.96	7/13	29/49
3 year	–15.63	–14.60	–14.71	10/13	30/46
5 year	–5.31	–5.07	–5.07	8/13	24/41
10 year	–2.59	–2.03	–0.63	4/6	20/25

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, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Small Cap Growth Portfolio	–40.38	–15.63	–5.31	–2.59	–0.54	23.66	–0.13	10
Russell 2000 Growth Index	–37.48	–14.35	–4.86	–1.97	0.52	25.34	–0.08	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 1, 2009

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 PG/PU is somewhat different from that of an EG/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 January 31, 2009.

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 Small/Mid Cap Value Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,080.21	$	4.59	0.89	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.38	$	4.46	0.89	%
Class B
Actual	$	1,000	$	1,079.55	$	5.88	1.14	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.14	$	5.71	1.14	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Cimarex Energy Co.	$	4,863,144	1.6	%
Commercial Metals Co.		4,797,779	1.6
Northeast Utilities		4,557,933	1.4
Foot Locker, Inc.		4,419,387	1.4
Ruddick Corp.		4,210,371	1.3
Tech Data Corp.		4,206,506	1.3
Men’s Wearhouse, Inc.		4,185,076	1.3
Smithfield Foods, Inc.		4,140,708	1.3
Pepsi Bottling Group, Inc.		4,131,864	1.3
Universal Corp.		4,115,573	1.3
	$	43,628,341	13.8	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	59,208,958	19.4	%
Financials		57,954,326	19.0
Industrials		44,331,620	14.5
Consumer Discretionary		32,631,120	10.7
Consumer Staples		29,097,307	9.5
Materials		22,527,072	7.4
Energy		21,378,291	7.0
Utilities		20,221,485	6.6
Health Care		17,891,157	5.9
Total Investments	$	305,241,336	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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–96.7%
INFORMATION TECHNOLOGY–18.8%
COMMUNICATIONS EQUIPMENT–1.1%
CommScope, Inc.(a)	131,800	$	3,461,068
COMPUTERS & PERIPHERALS–2.8%
NCR Corp.(a)	232,400		2,749,292
SanDisk Corp.(a)	179,600		2,638,324
Western Digital Corp.(a)	127,200		3,370,800
			8,758,416
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–9.2%
Anixter International, Inc.(a)	99,400		3,736,446
Arrow Electronics, Inc.(a)	156,300		3,319,812
AU Optronics Corp. (Sponsored ADR)	281,400		2,723,952
Avnet, Inc.(a)	129,100		2,714,973
AVX Corp.	155,500		1,544,115
Benchmark Electronics, Inc.(a)	112,000		1,612,800
Flextronics International Ltd.(a)	812,600		3,339,786
Ingram Micro, Inc.–Class A(a)	196,400		3,437,000
Insight Enterprises, Inc.(a)	239,400		2,312,604
Tech Data Corp.(a)	128,600		4,206,506
			28,947,994
IT SERVICES–2.4%
Amdocs Ltd.(a)	76,100		1,632,345
Convergys Corp.(a)	266,600		2,474,048
Perot Systems Corp.–Class A(a)	251,500		3,603,995
			7,710,388
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.3%
Amkor Technology, Inc.(a)	385,200		1,821,996
Lam Research Corp.(a)	60,500		1,573,000
Siliconware Precision Industries Co. (Sponsored ADR)	546,800		3,390,160
Teradyne, Inc.(a)	284,600		1,952,356
Zoran Corp.(a)	146,200		1,593,580
			10,331,092
			59,208,958
FINANCIALS–18.4%
COMMERCIAL BANKS–2.8%
City National Corp./CA	46,500		1,712,595
Comerica, Inc.	78,300		1,656,045
Synovus Financial Corp.	148,100		442,819
Trustmark Corp.	80,200		1,549,464
Webster Financial Corp.	198,100		1,594,705
Whitney Holding Corp.	187,500		1,717,500
			8,673,128
INSURANCE–8.4%
Arch Capital Group Ltd.(a)	33,800		1,980,004
Aspen Insurance Holdings Ltd.	175,800		3,927,372

Company	Shares	U.S. $ Value
Fidelity National Financial, Inc.–Class A	205,800	$	2,784,474
Old Republic International Corp.	286,875		2,825,719
PartnerRe Ltd.	31,600		2,052,420
Platinum Underwriters Holdings, Ltd.	134,300		3,839,637
Reinsurance Group of America, Inc.–Class A	73,800		2,576,358
RenaissanceRe Holdings Ltd.	33,600		1,563,744
StanCorp Financial Group, Inc.	116,500		3,341,220
Unum Group	100,900		1,600,274
			26,491,222
REAL ESTATE INVESTMENT TRUSTS (REITS)–4.8%
Alexandria Real Estate Equities, Inc.	30,600		1,095,174
Brandywine Realty Trust	40,500		301,725
Digital Realty Trust, Inc.	104,800		3,757,080
Home Properties, Inc.	76,400		2,605,240
Mid-America Apartment Communities, Inc.	60,000		2,202,600
Sunstone Hotel Investors, Inc.	204,130		1,092,095
Tanger Factory Outlet Centers	89,500		2,902,485
Taubman Centers, Inc.	40,300		1,082,458
			15,038,857
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.6%
Brookfield Properties Corp. (New York)	247,100		1,969,387
THRIFTS & MORTGAGE FINANCE–1.8%
Astoria Financial Corp.	74,000		634,920
First Niagara Financial Group, Inc.	110,100		1,257,342
Provident Financial Services, Inc.	84,700		770,770
Washington Federal, Inc.	239,900		3,118,700
			5,781,732
			57,954,326
INDUSTRIALS–14.0%
AIRLINES–0.9%
Alaska Air Group, Inc.(a)	74,100		1,353,066
Skywest, Inc.	131,900		1,345,380
			2,698,446
BUILDING PRODUCTS–0.9%
Masco Corp.	157,100		1,505,018
Quanex Building Products Corp.	126,700		1,421,574
			2,926,592
COMMERCIAL SERVICES & SUPPLIES–1.1%
United Stationers, Inc.(a)	98,795		3,445,970
ELECTRICAL EQUIPMENT–4.0%
Acuity Brands, Inc.	56,100		1,573,605
AO Smith Corp.	67,979		2,214,076

3

SMALL-MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Cooper Industries Ltd.–Class A	59,800	$	1,856,790
EnerSys(a)	212,500		3,865,375
Regal-Beloit Corp.	81,325		3,230,229
			12,740,075
MACHINERY–4.2%
Briggs & Stratton Corp.	220,200		2,937,468
Gardner Denver, Inc.(a)	120,900		3,043,053
Mueller Industries, Inc.	170,500		3,546,400
Terex Corp.(a)	317,000		3,826,190
			13,353,111
PROFESSIONAL SERVICES–0.9%
Kelly Services, Inc.–Class A	244,200		2,673,990
ROAD & RAIL–1.7%
Arkansas Best Corp.	30,000		790,500
Con-way, Inc.	70,700		2,496,417
Hertz Global Holdings, Inc.(a)	276,900		2,212,431
			5,499,348
TRADING COMPANIES & DISTRIBUTORS–0.3%
WESCO International, Inc.(a)	39,700		994,088
			44,331,620
CONSUMER DISCRETIONARY–10.3%
AUTO COMPONENTS–0.3%
Autoliv, Inc.	38,500		1,107,645
AUTOMOBILES–0.7%
Thor Industries, Inc.	124,945		2,295,240
HOTELS, RESTAURANTS & LEISURE–0.6%
Boyd Gaming Corp.(a)	224,400		1,907,400
HOUSEHOLD DURABLES–0.5%
Whirlpool Corp.	38,200		1,625,792
LEISURE EQUIPMENT & PRODUCTS–0.6%
Callaway Golf Co.	344,900		1,748,643
MEDIA–0.4%
CBS Corp.–Class B	173,300		1,199,236
MULTILINE RETAIL–1.3%
JC Penney Co., Inc.	141,700		4,068,207
SPECIALTY RETAIL–5.2%
AutoNation, Inc.(a)	125,900		2,184,365
Foot Locker, Inc.	422,100		4,419,387
Limited Brands, Inc.	224,000		2,681,280
Men’s Wearhouse, Inc.	218,200		4,185,076
Signet Jewelers Ltd.	136,752		2,847,176
			16,317,284
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Jones Apparel Group, Inc.	220,100		2,361,673
			32,631,120

Company	Shares	U.S. $ Value
CONSUMER STAPLES–9.2%
BEVERAGES–1.3%
Pepsi Bottling Group, Inc.	122,100	$	4,131,864
FOOD & STAPLES RETAILING–2.1%
Ruddick Corp.	179,700		4,210,371
Supervalu, Inc.	187,400		2,426,830
			6,637,201
FOOD PRODUCTS–4.5%
Bunge Ltd.	60,400		3,639,100
Del Monte Foods Co.	314,900		2,953,762
Smithfield Foods, Inc.(a)	296,400		4,140,708
Tyson Foods, Inc.–Class A	275,900		3,479,099
			14,212,669
TOBACCO–1.3%
Universal Corp.	124,300		4,115,573
			29,097,307
MATERIALS–7.1%
CHEMICALS–2.3%
Arch Chemicals, Inc.	87,569		2,153,322
Cytec Industries, Inc.	115,800		2,156,196
Rockwood Holdings, Inc.(a)	216,200		3,165,168
			7,474,686
CONTAINERS & PACKAGING–2.1%
Aptargroup, Inc.	41,800		1,411,586
Owens-Illinois, Inc.(a)	82,400		2,308,024
Sonoco Products Co.	119,300		2,857,235
			6,576,845
METALS & MINING–2.7%
Commercial Metals Co.	299,300		4,797,779
Reliance Steel & Aluminum Co.	95,800		3,677,762
			8,475,541
			22,527,072
ENERGY–6.8%
ENERGY EQUIPMENT & SERVICES–2.6%
Acergy SA (ADR)	89,978		885,384
Helmerich & Payne, Inc.	109,000		3,364,830
Oil States International, Inc.(a)	102,300		2,476,683
Rowan Cos., Inc.	79,200		1,530,144
			8,257,041
OIL, GAS & CONSUMABLE FUELS–4.2%
Cimarex Energy Co.	171,600		4,863,144
Denbury Resources, Inc.(a)	201,300		2,965,149
Frontier Oil Corp.	104,700		1,372,617
Whiting Petroleum Corp.(a)	111,500		3,920,340
			13,121,250
			21,378,291

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
UTILITIES–6.4%
ELECTRIC UTILITIES–2.9%
Allegheny Energy, Inc.	40,500	$	1,038,825
Northeast Utilities	204,300		4,557,933
Portland General Electric Co.	178,600		3,479,128
			9,075,886
GAS UTILITIES–1.3%
Atmos Energy Corp.	158,800		3,976,352
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.4%
RRI Energy, Inc.(a)	283,600		1,420,836
MULTI-UTILITIES–1.8%
CMS Energy Corp.	140,700		1,699,656
NiSource, Inc.	137,400		1,602,084
Wisconsin Energy Corp.	60,100		2,446,671
			5,748,411
			20,221,485

Company	Shares	U.S. $ Value
HEALTH CARE–5.7%
HEALTH CARE PROVIDERS & SERVICES–5.7%
AMERIGROUP Corp.(a)	106,500	$	2,859,525
Coventry Health Care, Inc.(a)	112,900		2,112,359
Henry Schein, Inc.(a)	31,300		1,500,835
LifePoint Hospitals, Inc.(a)	118,545		3,111,806
Molina Healthcare, Inc.(a)	137,725		3,294,382
Omnicare, Inc.	88,000		2,266,880
Universal Health Services, Inc.–Class B	56,200		2,745,370
			17,891,157
TOTAL INVESTMENTS–96.7% (cost $370,449,107)			305,241,336
Other assets less liabilities–3.3%			10,353,420
NET ASSETS–100.0%		$	315,594,756

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

REIT—Real Estate Investment Trust

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $370,449,107)	$	305,241,336
Cash		8,137,372
Receivable for investment securities sold		4,174,096
Receivable for capital stock sold		1,229,174
Dividends receivable		190,515
Total assets		318,972,493
LIABILITIES
Payable for investment securities purchased		2,490,360
Payable for capital stock redeemed		489,073
Advisory fee payable		198,662
Distribution fee payable		45,110
Administrative fee payable		26,340
Transfer Agent fee payable		197
Accrued expenses		127,995
Total liabilities		3,377,737
NET ASSETS	$	315,594,756
COMPOSITION OF NET ASSETS
Capital stock, at par	$	31,192
Additional paid-in capital		454,808,013
Undistributed net investment income		821,437
Accumulated net realized loss on investment transactions		(74,858,115	)
Net unrealized depreciation of investments		(65,207,771	)
	$	315,594,756

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	101,260,306	9,989,926	$	10.14
B	$	214,334,450	21,201,945	$	10.11

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $12,912)	$	2,334,064
Interest .		15
Total investment income .		2,334,079
EXPENSES
Advisory fee (see Note B)		1,060,447
Distribution fee—Class B		238,817
Transfer agency—Class A		762
Transfer agency—Class B		1,578
Printing		57,270
Custodian		51,110
Administrative		45,840
Audit		22,800
Legal		16,819
Directors’ fees		1,286
Miscellaneous		5,828
Total expenses		1,502,557
Net investment income		831,522
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(46,341,749	)
Net change in unrealized appreciation/depreciation of investments		65,709,617
Net gain on investment transactions		19,367,868
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	20,199,390

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	831,522		$	3,081,608
Net realized loss on investment transactions		(46,341,749	)		(14,228,745	)
Net change in unrealized appreciation/depreciation of investments		65,709,617			(153,819,580	)
Net increase (decrease) in net assets from operations		20,199,390			(164,966,717	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,145,821	)		(886,590	)
Class B		(1,833,370	)		(1,131,047	)
Net realized gain on investment transactions
Class A		(4,471,498	)		(12,603,957	)
Class B		(9,670,520	)		(26,638,678	)
CAPITAL STOCK TRANSACTIONS
Net increase		9,561,987			68,167,573
Total increase (decrease)		12,640,168			(138,059,416	)
NET ASSETS
Beginning of period		302,954,588			441,014,004
End of period (including undistributed net investment income of $821,437 and $2,969,106, respectively)	$	315,594,756		$	302,954,588

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

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SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

305,241,336

$

–0

–

$

–0

–

$

305,241,336

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

305,241,336

$

–0

–

$

–0

–

$

305,241,336

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

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AllianceBernstein Variable Products Series Fund

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2009, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $176,829, 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 $576 for the six months ended June 30, 2009.

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.

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SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	57,433,436		$	60,240,230
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	$	22,764,085
Gross unrealized depreciation		(87,971,856	)
Net unrealized depreciation	$	(65,207,771	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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

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AllianceBernstein Variable Products Series Fund

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	1,338,096		3,188,870		$	13,078,106		$	43,725,473
Shares issued in reinvestment of dividends and distributions	528,938		888,120			5,617,319			13,490,547
Shares redeemed	(1,956,382	)	(2,549,644	)		(17,952,169	)		(35,836,202	)
Net increase (decrease)	(89,348	)	1,527,346		$	743,256		$	21,379,818
Class B
Shares sold	2,573,702		5,759,322		$	24,590,631		$	78,695,635
Shares issued in reinvestment of dividends and distributions	1,086,297		1,834,196			11,503,890			27,769,725
Shares redeemed	(3,026,457	)	(4,328,466	)		(27,275,790	)		(59,677,605	)
Net increase	633,542		3,265,052		$	8,818,731		$	46,787,755

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.

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SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	9,900,980	$	7,015,383
Net long-term capital gains		31,359,292		27,694,721
Total taxable distributions		41,260,272		34,710,104
Total distributions paid	$	41,260,272	$	34,710,104

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,893,318
Undistributed long-term capital gains		14,053,685
Accumulated capital and other losses		(28,053,002	)(a)
Unrealized appreciation/(depreciation)		(131,292,419	)(b)
Total accumulated earnings/(deficit)	$	(142,398,418	)(c)

(a) Net capital and 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, 2008, the Portfolio defers post-October capital losses of $28,053,002 to January 1, 2009.

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

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to deferred income from an underlying security.

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.

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AllianceBernstein Variable Products Series Fund

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.

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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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$9.92		$17.11		$18.08		$17.06		$16.84		$14.49
Income From Investment Operations
Net investment income (a)	.04		.13		.11		.20		.09	(b)	.14	(b)
Net realized and unrealized gain (loss) on investment transactions	.78		(5.63	)	.36		2.14		1.02		2.60
Net increase (decrease) in net asset value from operations	.82		(5.50	)	.47		2.34		1.11		2.74
Less: Dividends and Distributions
Dividends from net investment income	(.12	)	(.11	)	(.17	)	(.08	)	(.13	)	(.03	)
Distributions from net realized gain on investment transactions	(.48	)	(1.58	)	(1.27	)	(1.24	)	(.76	)	(.36	)
Total dividends and distributions	(.60	)	(1.69	)	(1.44	)	(1.32	)	(.89	)	(.39	)
Net asset value, end of period	$10.14		$9.92		$17.11		$18.08		$17.06		$16.84
Total Return
Total investment return based on net asset value (c)	8.02	%	(35.58	)%	1.71	%	14.42	%	6.91	%	19.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$101,260		$99,957		$146,350		$159,804		$134,235		$118,981
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.89	%(d)	.86	%	.83	%	.86	%(e)	.87	%	.86	%
Expenses, before waivers and reimbursements	.89	%(d)	.86	%	.83	%	.86	%(e)	.87	%	1.09	%
Net investment income	.80	%(d)	.95	%	.59	%	1.15	%(e)	.53	%(b)	.96	%(b)
Portfolio turnover rate	21	%	49	%	32	%	46	%	33	%	30	%

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$9.87		$17.03		$18.00		$16.99		$16.79		$14.46
Income From Investment Operations
Net investment income (a)	.02		.10		.07		.16		.05	(b)	.11	(b)
Net realized and unrealized gain (loss) on investment transactions	.79		(5.61	)	.37		2.13		1.01		2.59
Net increase (decrease) in net asset value from operations	.81		(5.51	)	.44		2.29		1.06		2.70
Less: Dividends and Distributions
Dividends from net investment income	(.09	)	(.07	)	(.14	)	(.04	)	(.10	)	(.01	)
Distributions from net realized gain on investment transactions	(.48	)	(1.58	)	(1.27	)	(1.24	)	(.76	)	(.36	)
Total dividends and distributions	(.57	)	(1.65	)	(1.41	)	(1.28	)	(.86	)	(.37	)
Net asset value, end of period	$10.11		$9.87		$17.03		$18.00		$16.99		$16.79
Total Return
Total investment return based on net asset value (c)	7.95	%	(35.75	)%	1.53	%	14.20	%	6.63	%	19.08	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$214,334		$202,997		$294,664		$251,412		$186,415		$142,516
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.14	%(d)	1.11	%	1.08	%	1.11	%(e)	1.12	%	1.12	%
Expenses, before waivers and reimbursements	1.14	%(d)	1.11	%	1.08	%	1.11	%(e)	1.12	%	1.34	%
Net investment income	.48	%(d)	.72	%	.35	%	.91	%(e)	.29	%(b)	.75	%(b)
Portfolio turnover rate	21	%	49	%	32	%	46	%	33	%	30	%

(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 (i) insurance company’s separate account related expense charges and (ii) 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.

See notes to financial statements.

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

18

AllianceBernstein Variable Products Series Fund

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3- and 5-year periods ended January 31, 2009 and (in the case of comparisons with the indices) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods and 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period, and that the Portfolio outperformed the Russell 2500 Value Index in the 3-year and since inception periods but underperformed that index in the 1- and 5-year periods and outperformed the Russell 2500 Index in the since inception period but underperformed that index in the 1, 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 an investment style similar to that of 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.

19

SMALL/MID CAP 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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 2 basis point impact of the administrative expense reimbursement in the latest fiscal year, 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 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

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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	234.4	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 $92,500 (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. 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, 2009 and presented to the Board of Directors on May 5-7, 2009.

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

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% Class B     1.45%	0.86% 1.11%	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 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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small/Mid Cap Value Portfolio	$	234.4	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	0.635	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 (%)	Effective 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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Small/Mid Cap Value Portfolio	Client #1	0.50% on 1st $250 million 0.45% on the balance	0.500	0.750
	Client #2	0.72% on 1st $25 million 0.54% on next $225 million 0.50% on the balance	0.559	0.750
	Client #3	0.95% on 1st $25 million 0.75% on next $25 million 0.65% on next $50 million 0.55% on the balance	0.635	0.750
	Client #4	0.80% on 1st $25 million 0.60% on the balance	0.621	0.750
	Client #5	0.613% on 1st $150 million 0.495% on the balance	0.571	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”)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 Exp. Group Median (%)	Rank
Small/Mid Cap Value Portfolio	0.750	0.776	9/18

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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Small/Mid Cap Value Portfolio	0.860	0.827	10/18	0.872	15/30

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 2008, relative to 2007.

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

24

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $651,922 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, 2008, the Adviser determined that it made payment in the amount of $271,358 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 $969 from the Portfolio.¹²

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. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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,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 Deli¹⁴ 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.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 also compared

12 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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 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

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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 Portfolio¹⁶ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁷ for the periods ended January 31, 2009.¹⁸

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–40.84	–40.87	–40.95	9/18	16/37
3 year	–14.24	–14.12	–14.80	10/17	15/35
5 year	–3.65	–3.36	–3.94	10/15	12/27

Set forth below are the 1, 3, 5 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, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)	Annualized			Risk Period (Year)
								Volatility (%)	Sharpe (%)
Small/Mid Cap Value Portfolio	–	40.84	–	14.24	–	3.65	2.96	17.78	–	0.29	5
Russell 2500 Value Index	–	37.71	–	14.36	–	3.21	2.46	17.06	–	0.29	5
Russell 2500 Index	–	38.74	–	14.15	–	3.52	0.55	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 1, 2009

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.

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, 2009.

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.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Utility Income Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,021.02	$	6.06	1.21	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.79	$	6.06	1.21	%
Class B
Actual	$	1,000	$	1,019.26	$	7.26	1.45	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.60	$	7.25	1.45	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

UTILITY INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Entergy Corp.	$	1,520,865	4.3	%
Public Service Enterprise Group, Inc.		1,419,405	4.0
FPL Group, Inc.		1,398,756	4.0
AES Tiete SA		1,395,342	3.9
NSTAR		1,367,918	3.9
Sempra Energy		1,343,682	3.8
EQT Corp.		1,300,467	3.7
PG&E Corp.		1,260,832	3.6
Exelon Corp.		1,131,741	3.2
NRG Energy, Inc.		1,061,764	3.0
	$	13,200,772	37.4	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Utilities (Common Stocks and Bonds)	$	28,083,315	86.0	%
Telecommunication Services		2,957,883	9.1
Energy		647,771	2.0
Funds and Investment Trusts		534,327	1.7
Consumer Discretionary		309,289	0.9
Other Instruments		109,560	0.3
Total Investments	$	32,642,145	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

UTILITY INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–90.0%
UTILITIES–78.9%
ELECTRIC UTILITIES–32.4%
Allegheny Energy, Inc.	24,650	$	632,273
American Electric Power Co., Inc.	22,683		655,312
Cia de Transmissao de Energia Eletrica Paulista	19,100		464,560
CLP Holdings Ltd.	41,500		274,986
CPFL Energia SA (ADR)	7,100		343,924
DPL, Inc.	5,200		120,484
Duke Energy Corp.	28,748		419,433
Eletropaulo Metropolitana Eletricidade de Sao Paulo SA–Class B	50,044		878,292
Entergy Corp.	19,619		1,520,865
Exelon Corp.	22,100		1,131,741
FirstEnergy Corp.	10,000		387,500
FPL Group, Inc.	24,600		1,398,756
HongKong Electric Holdings	37,000		205,540
ITC Holdings Corp.	16,550		750,708
Northeast Utilities	16,100		359,191
PPL Corp.	21,500		708,640
Progress Energy, Inc.	12,700		480,441
The Southern Co.	22,400		697,984
			11,430,630
GAS UTILITIES–13.1%
Atmos Energy Corp.	15,800		395,632
EQT Corp.	37,252		1,300,467
Hong Kong & China Gas Co. Ltd.	145,000		304,382
New Jersey Resources Corp.	17,650		653,756
Northwest Natural Gas Co.	9,529		422,325
Oneok, Inc.	21,000		619,290
Questar Corp.	25,500		792,030
Southwest Gas Corp.	5,365		119,157
			4,607,039
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–9.5%
The AES Corp.(a)	46,600		541,026
AES Tiete SA	148,274		1,395,342
NRG Energy, Inc.(a)	40,900		1,061,764
Tractebel Energia SA	37,100		354,054
			3,352,186
MULTI-UTILITIES–23.4%
Centerpoint Energy, Inc.	40,500		448,740
CMS Energy Corp.	43,100		520,648
Consolidated Edison, Inc.	15,600		583,752
GDF Suez	14,192		531,240
NSTAR	42,601		1,367,918
PG&E Corp.	32,800		1,260,832
Public Service Enterprise Group, Inc.	43,500		1,419,405
Sempra Energy	27,074		1,343,682
Xcel Energy, Inc.	41,600		765,856
			8,242,073

Company	Shares		U.S. $ Value
WATER UTILITIES–0.5%
American Water Works Co. Inc		9,400	$	179,634
				27,811,562
TELECOMMUNICATION SERVICES–8.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–7.4%
AT&T, Inc.		13,505		335,464
CenturyTel, Inc.		6,500		199,550
Chunghwa Telecom Co. Ltd. (ADR)		38,304		759,569
Qwest Communications International, Inc.		65,900		273,485
Verizon Communications, Inc.		11,500		353,395
Windstream Corp.		80,900		676,324
				2,597,787
WIRELESS TELECOMMUNICATION SERVICES–1.0%
America Movil SAB de CV Series L (ADR)		9,300		360,096
				2,957,883
ENERGY–1.8%
OIL, GAS & CONSUMABLE FUELS–1.8%
TransCanada Corp.		11,600		312,156
Williams Cos, Inc.		21,500		335,615
				647,771
CONSUMER DISCRETIONARY–0.9%
MEDIA–0.9%
Time Warner Cable, Inc.		9,766		309,289
Total Common Stocks (cost $30,553,671)				31,726,505
INVESTMENT COMPANIES–1.5%
FUNDS AND INVESTMENT TRUSTS–1.5%
Tortoise Energy Capital Corp. (cost $585,280)		29,834		534,327
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–0.8%
UTILITY–0.8%
ELECTRIC–0.8%
Nisource Finance Corp. 10.75%, 3/15/16 (cost $249,158)	$	245		271,753

3

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
NON-CONVERTIBLE– PREFERRED STOCKS–0.3%
OTHER INSTRUMENTS–0.3%
Georgia Power Co. 6.00% (cost $110,000)	4,400	$	109,560
TOTAL INVESTMENTS–92.6% (cost $31,498,109)			32,642,145
Other assets less liabilities–7.4%			2,612,967
NET ASSETS–100.0%		$	35,255,112

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

UTILITY INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $31,498,109)	$	32,642,145
Cash		2,306,843
Receivable for investment securities sold		400,251
Dividends and interest receivable		136,239
Receivable for capital stock sold		55,362
Total assets		35,540,840
LIABILITIES
Payable for investment securities purchased and foreign currency contracts		180,804
Custodian fee payable		27,109
Administrative fee payable		26,090
Advisory fee payable		15,673
Legal fee payable		14,582
Payable for capital stock redeemed		4,745
Distribution fee payable		1,653
Transfer Agent fee payable		213
Accrued expenses		14,859
Total liabilities		285,728
NET ASSETS	$	35,255,112
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,216
Additional paid-in capital		37,776,684
Undistributed net investment income		773,838
Accumulated net realized loss on investment and foreign currency transactions		(4,447,144	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		1,149,518
	$	35,255,112

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	27,076,568	1,700,039	$	15.93
B	$	8,178,544	515,513	$	15.86

See notes to financial statements.

5

UTILITY INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $6,052)	$	1,005,513
Interest		7,892
Total investment income		1,013,405
EXPENSES
Advisory fee (see Note B)		95,431
Distribution fee—Class B		9,730
Transfer agency—Class A		837
Transfer agency—Class B		243
Administrative		45,840
Custodian		45,156
Legal		12,116
Audit		4,480
Directors’ fees		1,250
Printing		1,012
Miscellaneous		2,880
Total expenses		218,975
Net investment income		794,430
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(3,271,774	)
Foreign currency transactions		(8,315	)
Net change in unrealized appreciation/depreciation of:
Investments		2,908,457
Foreign currency denominated assets and liabilities		5,315
Net loss on investment and foreign currency transactions		(366,317	)
Contributions from Adviser (see Note B)		822
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	428,935

See notes to financial statements.

6

UTILITY INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	794,430		$	1,699,640
Net realized loss on investment and foreign currency transactions		(3,280,089	)		(1,222,224	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		2,913,772			(28,525,338	)
Contributions from Adviser		822			49,941
Net increase (decrease) in net assets from operations		428,935			(27,997,981	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,289,805	)		(1,577,599	)
Class B		(358,348	)		(353,633	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(6,441,134	)
Class B		–0	–		(1,605,745	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(2,516,265	)		(9,482,558	)
Total decrease		(3,735,483	)		(47,458,650	)
NET ASSETS
Beginning of period		38,990,595			86,449,245
End of period (including undistributed net investment income of $773,838 and $1,627,561, respectively)	$	35,255,112		$	38,990,595

See notes to financial statements.

7

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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. 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective January 1, 2008. In accordance with FAS 157, fair value is

8

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

30,410,358

$

1,316,147

$

–0

–

$

31,726,505

Preferred Stocks

–0

–

109,560

–0

–

109,560

Corporates—Investment Grades

–0

–

271,753

–0

–

271,753

Investment Companies

534,327

–0

–

–0

–

534,327

30,944,685

1,697,460

–0

–

32,642,145

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

30,944,685

$

1,697,460

$

–0

–

$

32,642,145

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

9

AllianceBernstein Variable Products Series Fund

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30. 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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 six months ended June 30, 2009 and the year ended December 31, 2008, the Adviser reimbursed the Portfolio $822 and $49,941, respectively, for losses incurred due to trade entry errors.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009 amounted to $23,505, of which $2,340 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 $576 for the six months ended June 30, 2009.

10

UTILITY INCOME 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 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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	8,631,870		$	13,792,968
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 purpose. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	3,075,449
Gross unrealized depreciation		(1,931,413	)
Net unrealized appreciation	$	1,144,036

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for no-hedging purposes as a means of making a direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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

• Option Transactions

For hedging and investment 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, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	30,715		774,837		$	486,870		$	19,592,925
Shares issued in reinvestment of dividends and distributions	83,052		325,832			1,289,805			8,018,733
Shares redeemed	(271,993	)	(1,557,564	)		(4,167,002	)		(35,770,851	)
Net decrease	(158,226	)	(456,895	)	$	(2,390,327	)	$	(8,159,193	)
Class B
Shares sold	22,955		107,904		$	347,288		$	2,468,513
Shares issued in reinvestment of dividends and distributions	23,149		80,007			358,348			1,959,378
Shares redeemed	(53,345	)	(261,296	)		(831,574	)		(5,751,256	)
Net decrease	(7,241	)	(73,385	)	$	(125,938	)	$	(1,323,365	)

12

UTILITY INCOME 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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	2,358,169	$	1,852,090
Long-term capital gains		7,619,942		63,238
Total taxable distributions		9,978,111		1,915,328
Total distributions paid	$	9,978,111	$	1,915,328

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,641,568
Accumulated capital and other losses		(1,069,281	)(a)
Unrealized appreciation/(depreciation)		(1,876,036	)(b)
Total accumulated earnings/(deficit)	$	(1,303,749	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $661,813 of which $661,813 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and 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, 2008, the Portfolio defers post October capital losses of $393,461 and post October foreign currency losses of $14,007 to January 1, 2009.

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

13

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: Plan of Liquidation and Termination

At the meeting of the Fund’s Board of Directors (the “Directors”) held on May 6, 2009, the Directors approved a Plan of Liquidation and Termination (the “Plan”) which provides for the complete liquidation of all of the assets of the Portfolio and the payment of all known obligations. The Plan also provides that following the liquidation of the Portfolio’s assets, the Portfolio will cease its business as an investment company and will not engage in any business activities except for the purpose of winding up its business and affairs, and distributing its remaining assets to shareholders in accordance with the Plan. The liquidation is expected to be consummated in the third quarter of 2009 and the liquidating distributions will be made shortly thereafter.

14

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$16.40		$29.73		$24.85		$20.64		$18.17		$14.95
Income From Investment Operations
Net investment income (a)	.36		.62		.65		.59		.53		.43	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.04	)	(10.29	)	4.85		4.20		2.35		3.13
Contributions from Adviser	.00	(c)	.02		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.32		(9.65	)	5.50		4.79		2.88		3.56
Less: Dividends and Distributions
Dividends from net investment income	(.79	)	(.72	)	(.60	)	(.58	)	(.41	)	(.34	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(2.96	)	(.02	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.79	)	(3.68	)	(.62	)	(.58	)	(.41	)	(.34	)
Net asset value, end of period	$15.93		$16.40		$29.73		$24.85		$20.64		$18.17
Total Return
Total investment return based on net asset value (d)	2.10	%*	(36.59	)%*	22.35	%*	23.76	%	16.05	%	24.33	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$27,077		$30,475		$68,833		$65,490		$58,468		$52,391
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.21	%(e)	.98	%	.90	%	.95	%(f)	.97	%	1.08	%
Expenses, before waivers and reimbursements	1.21	%(e)	.98	%	.90	%	.95	%(f)	.97	%	1.21	%
Net investment income	4.63	%(e)	2.66	%	2.39	%	2.67	%(f)	2.72	%	2.69	%(b)
Portfolio turnover rate	26	%	38	%	34	%	48	%	52	%	48	%

See footnote summary on page 16.

15

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$16.29		$29.55		$24.72		$20.54		$18.10		$14.92
Income From Investment Operations
Net investment income (a)	.34		.56		.58		.53		.48		.38	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.04	)	(10.23	)	4.82		4.19		2.34		3.13
Contributions from Adviser	.00	(c)	.02		–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.30		(9.65	)	5.40		4.72		2.82		3.51
Less: Dividends and Distributions
Dividends from net investment income	(.73	)	(.65	)	(.55	)	(.54	)	(.38	)	(.33	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(2.96	)	(.02	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.73	)	(3.61	)	(.57	)	(.54	)	(.38	)	(.33	)
Net asset value, end of period	$15.86		$16.29		$29.55		$24.72		$20.54		$18.10
Total Return
Total investment return based on net asset value (d)	1.93	%*	(36.75	)%*	22.04	%*	23.49	%	15.76	%	24.01	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$8,178		$8,516		$17,616		$13,896		$9,766		$6,517
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.45	%(e)	1.23	%	1.16	%	1.20	%(f)	1.22	%	1.30	%
Expenses, before waivers and reimbursements	1.45	%(e)	1.23	%	1.16	%	1.20	%(f)	1.22	%	1.43	%
Net investment income	4.40	%(e)	2.42	%	2.14	%	2.41	%(f)	2.45	%	2.41	%(b)
Portfolio turnover rate	26	%	38	%	34	%	48	%	52	%	48	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived 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 (i) insurance company’s separate account related expense charges and (ii) 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, 2009, the year ended December 31, 2008 and the year ended December 31, 2007 by 0.01%, 0.55% and 0.27%, respectively.

See notes to financial statements.

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

17

AllianceBernstein Variable Products Series Fund

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Standard & Poor’s 500 Utility Composite (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2009 and (in the case of comparisons with 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 the Performance Universe for the 1-, 5- and 10-year periods and 5th quintile of the Performance Group and the Performance Universe for the 3-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 advisory 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 that have an investment style substantially similar to that of the Portfolio. The directors reviewed the relevant fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involved 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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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

18

UTILITY INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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 14 basis point impact of the administrative expense reimbursement in the latest fiscal year, 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 the Expense Universe medians. The directors noted that the Portfolio’s assets had declined significantly, primarily as a result of market declines rather than redemptions, and that the Portfolio’s fixed costs had resulted in an increase in the Portfolio’s expense ratio. The directors noted that the Portfolio’s small size (less than $35 million as of February 29, 2009) 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 generally. 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.

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, NET ASSETS & EXPENSE 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 02/28/09 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	33.7	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 $91,250 (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
Utility Income Portfolio	Class A    0.98% Class B    1.23%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7 2009. At this meeting, the Board approved the liquidation and termination of the AllianceBernstein Utility Income Portfolio, which may consummated in the 3^rd quarter of 2009 and the liquidation distributions made shortly thereafter.

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

UTILITY 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 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 (%)	Effective 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.

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

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

AllianceBernstein Variable Products Series Fund

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 Exp. Group Median (%)	Rank
Utility Income Portfolio	0.550	0.700	1/9

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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.⁹

Portfolio	Expense Ratio (%)10	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Utility Income Portfolio	0.979	0.799	8/9	0.823	11/12

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

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

22

UTILITY INCOME 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 decreased during calendar year 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $33,214 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, 2008, the Adviser determined that it made payments in the amount of $47,029 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 $969 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 series of the Fund) paid ABIS a flat fee of $18,000 in 2008.

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

23

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.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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 net performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended January 31, 2009.¹⁷

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–33.65	–33.65	–33.70	5/9	6/12
3 year	–3.41	–1.10	–1.00	8/9	10/12
5 year	5.91	5.91	5.91	4/7	5/9
10 year	2.42	2.07	2.31	3/6	4/8

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

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)	10 Year (%)	Since Inception (%)
Utility Income Portfolio	–	33.65	–	3.41	5.91	2.42	6.88
S&P 500 Utility Composite	–	24.26	–	0.18	7.70	3.11	7.11
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 1, 2009

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

14 The two dimensional analysis 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/PU is identical to the Portfolio’s EG/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, 2009.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	988.41	$	3.60	0.73	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.17	$	3.66	0.73	%
Class B
Actual	$	1,000	$	988.70	$	4.83	0.98	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.93	$	4.91	0.98	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	12,423,007	6.5	%
AT&T, Inc.		8,259,300	4.3
Chevron Corp.		6,399,750	3.3
Pfizer, Inc.		6,343,500	3.3
JP Morgan Chase & Co.		5,522,409	2.9
Wells Fargo & Co.		4,420,172	2.3
Procter & Gamble Co.		4,070,933	2.1
News Corp.—Class A		3,744,210	1.9
Time Warner, Inc.		3,666,807	1.9
Merck & Co., Inc.		3,643,188	1.9
	$	58,493,276	30.4	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	37,068,181	19.8	%
Energy		35,300,956	18.8
Consumer Discretionary		25,353,921	13.5
Consumer Staples		24,696,045	13.2
Health Care		21,804,879	11.6
Telecommunication Services		14,200,334	7.6
Information Technology		13,121,062	7.0
Industrials		8,428,329	4.5
Materials		5,264,624	2.8
Utilities		2,338,094	1.2
Total Investments	$	187,576,425	100	%

* 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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.5%
FINANCIALS–19.3%
CAPITAL MARKETS–3.5%
Deutsche Bank AG	35,100	$	2,141,100
The Goldman Sachs Group, Inc.	17,400		2,565,456
Morgan Stanley	68,200		1,944,382
			6,650,938
COMMERCIAL BANKS–3.9%
BB&T Corp.	13,500		296,730
Regions Financial Corp.	115,200		465,408
U.S. Bancorp	131,700		2,360,064
Wells Fargo & Co.	182,200		4,420,172
			7,542,374
CONSUMER FINANCE–0.4%
Capital One Financial Corp.	32,600		713,288
DIVERSIFIED FINANCIAL SERVICES–3.3%
Bank of America Corp.	62,600		826,320
JP Morgan Chase & Co.	161,900		5,522,409
			6,348,729
INSURANCE–8.2%
ACE Ltd.	42,100		1,862,083
Allstate Corp.	84,500		2,061,800
Fidelity National Financial, Inc.–Class A	62,700		848,331
Genworth Financial, Inc.–Class A	110,000		768,900
Hartford Financial Services Group, Inc.	51,000		605,370
Lincoln National Corp.	93,200		1,603,972
MetLife, Inc.	73,500		2,205,735
PartnerRe Ltd.	4,300		279,285
Prudential Financial, Inc.	14,300		532,246
Torchmark Corp.	12,700		470,408
The Travelers Co., Inc.	50,100		2,056,104
Unum Group	95,000		1,506,700
XL Capital Ltd.–Class A	88,300		1,011,918
			15,812,852
			37,068,181
ENERGY–18.4%
ENERGY EQUIPMENT & SERVICES–0.3%
ENSCO International, Inc.	13,000		453,310
OIL, GAS & CONSUMABLE FUELS–18.1%
Apache Corp.	34,500		2,489,175
BP PLC (Sponsored ADR)	21,300		1,015,584
Chevron Corp.	96,600		6,399,750
ConocoPhillips	74,100		3,116,646
Devon Energy Corp.	53,200		2,899,400
EOG Resources, Inc.	15,900		1,079,928
Exxon Mobil Corp.	177,700		12,423,007
Nexen, Inc.	22,300		482,795
Occidental Petroleum Corp.	32,900		2,165,149
Royal Dutch Shell PLC (ADR)	42,700		2,143,113

Company	Shares	U.S. $ Value
Sunoco, Inc.	14,900	$	345,680
Total SA (Sponsored ADR)	5,300		287,419
			34,847,646
			35,300,956
CONSUMER DISCRETIONARY–13.2%
AUTO COMPONENTS–0.6%
Autoliv, Inc.	18,800		540,876
Magna International, Inc.–Class A	14,500		612,480
			1,153,356
AUTOMOBILES–0.6%
Toyota Motor Corp. (Sponsored ADR)	16,600		1,253,798
HOUSEHOLD DURABLES–0.4%
DR Horton, Inc.	12,400		116,064
NVR, Inc.(a)	1,200		602,868
			718,932
MEDIA–6.6%
CBS Corp.–Class B	210,000		1,453,200
Comcast Corp.–Class A	34,900		505,701
News Corp.–Class A	411,000		3,744,210
Time Warner Cable, Inc.–Class A	58,600		1,855,862
Time Warner, Inc.	145,566		3,666,807
Viacom, Inc.–Class B(a)	52,400		1,189,480
The Walt Disney Co.	13,500		314,955
			12,730,215
MULTILINE RETAIL–1.2%
JC Penney Co., Inc.	35,300		1,013,463
Macy’s, Inc.	108,000		1,270,080
			2,283,543
SPECIALTY RETAIL–3.2%
AutoNation, Inc.(a)	50,500		876,175
Foot Locker, Inc.	40,400		422,988
The Gap, Inc.	89,200		1,462,880
Home Depot, Inc.	78,000		1,843,140
Limited Brands, Inc.	39,500		472,815
Lowe’s Cos, Inc.	50,900		987,969
			6,065,967
TEXTILES, APPAREL & LUXURY GOODS–0.6%
Jones Apparel Group, Inc.	107,000		1,148,110
			25,353,921
CONSUMER STAPLES–12.8%
BEVERAGES–1.8%
Coca-Cola Enterprises, Inc.	93,000		1,548,450
Pepsi Bottling Group, Inc.	54,000		1,827,360
			3,375,810
FOOD & STAPLES RETAILING–1.6%
The Kroger Co.	59,500		1,311,975

3

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Safeway, Inc.	44,900	$	914,613
Sysco Corp.	39,300		883,464
			3,110,052
FOOD PRODUCTS–5.4%
Archer-Daniels-Midland Co.	92,500		2,476,225
Bunge Ltd.	34,100		2,054,525
ConAgra Foods, Inc.	73,500		1,400,910
Del Monte Foods Co.	76,600		718,508
Kraft Foods, Inc.–Class A	65,900		1,669,906
Sara Lee Corp.	119,800		1,169,248
Tyson Foods, Inc.–Class A	74,600		940,706
			10,430,028
HOUSEHOLD PRODUCTS–2.1%
Procter & Gamble Co.	79,666		4,070,933
TOBACCO–1.9%
Altria Group, Inc.	133,000		2,179,870
Reynolds American, Inc.	39,600		1,529,352
			3,709,222
			24,696,045
HEALTH CARE–11.3%
BIOTECHNOLOGY–0.9%
Amgen, Inc.(a)	33,400		1,768,196
HEALTH CARE PROVIDERS & SERVICES–0.5%
Cardinal Health, Inc.	34,700		1,060,085
PHARMACEUTICALS–9.9%
Eli Lilly & Co.	47,500		1,645,400
GlaxoSmithKline PLC (Sponsored ADR)	34,500		1,219,230
Johnson & Johnson	53,000		3,010,400
Merck & Co., Inc.	130,300		3,643,188
Pfizer, Inc.	422,900		6,343,500
Schering-Plough Corp.	124,000		3,114,880
			18,976,598
			21,804,879
TELECOMMUNICATION SERVICES–7.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.8%
AT&T, Inc.	332,500		8,259,300
Verizon Communications, Inc.	93,200		2,864,036
			11,123,336
WIRELESS TELECOMMUNICATION SERVICES–1.6%
Sprint Nextel Corp.(a)	335,000		1,611,350
Vodafone Group PLC (Sponsored ADR)	75,200		1,465,648
			3,076,998
			14,200,334

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–6.8%
COMMUNICATIONS EQUIPMENT–3.2%
Motorola, Inc.	416,500	$	2,761,395
Nokia OYJ (Sponsored ADR)–Class A	196,200		2,860,596
Telefonaktiebolaget LM Ericsson (Sponsored ADR)–Class B	54,500		533,010
			6,155,001
COMPUTERS & PERIPHERALS–0.4%
Western Digital Corp.(a)	31,600		837,400
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.5%
AU Optronics Corp. (Sponsored ADR)	88,800		859,584
Corning, Inc.	115,300		1,851,718
Tyco Electronics Ltd.	105,400		1,959,386
Vishay Intertechnology, Inc.(a)	5,500		37,345
			4,708,033
SOFTWARE–0.7%
Symantec Corp.(a)	91,300		1,420,628
			13,121,062
INDUSTRIALS–4.4%
AEROSPACE & DEFENSE–1.0%
Northrop Grumman Corp.	31,900		1,457,192
Raytheon Co.	12,000		533,160
			1,990,352
BUILDING PRODUCTS–0.4%
Masco Corp.	75,370		722,045
ELECTRICAL EQUIPMENT–0.3%
Cooper Industries Ltd.–Class A	18,000		558,900
INDUSTRIAL CONGLOMERATES–1.6%
3M Co.	12,500		751,250
General Electric Co.	203,000		2,379,160
			3,130,410
MACHINERY–1.1%
Caterpillar, Inc.	28,300		935,032
Ingersoll-Rand Co. Ltd.–Class A(a)	45,200		944,680
SPX Corp.	3,000		146,910
			2,026,622
			8,428,329
MATERIALS–2.7%
CHEMICALS–2.1%
E.I. Du Pont de Nemours & Co.	103,400		2,649,108
Eastman Chemical Co.	38,000		1,440,200
			4,089,308

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONTAINERS & PACKAGING–0.6%
Ball Corp.	4,600	$	207,736
Sonoco Products Co.	40,400		967,580
			1,175,316
			5,264,624
UTILITIES–1.2%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.	18,900		546,021
Pinnacle West Capital Corp.	26,600		801,990
			1,348,011

Company	Shares	U.S. $ Value
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.4%
RRI Energy, Inc.(a)	154,100	$	772,041
MULTI-UTILITIES–0.1%
NiSource, Inc.	18,700		218,042
			2,338,094
TOTAL INVESTMENTS–97.5% (cost $221,534,129)			187,576,425
Other assets less liabilities–2.5%			4,811,074
NET ASSETS–100.0%		$	192,387,499

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $221,534,129)	$	187,576,425
Cash		3,968,765
Receivable for investment securities sold		1,718,243
Dividends receivable		357,530
Receivable for capital stock sold		41,771
Total assets		193,662,734
LIABILITIES
Payable for investment securities purchased		953,391
Advisory fee payable		88,680
Payable for capital stock redeemed		76,992
Distribution fee payable		40,014
Administrative fee payable		26,590
Transfer Agent fee payable		124
Accrued expenses		89,444
Total liabilities		1,275,235
NET ASSETS	$	192,387,499
COMPOSITION OF NET ASSETS
Capital stock, at par	$	26,464
Additional paid-in capital		319,376,369
Undistributed net investment income		2,068,980
Accumulated net realized loss on investment transactions		(95,126,610	)
Net unrealized depreciation of investments		(33,957,704	)
	$	192,387,499

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	1,387,398	189,436	$	7.32
B	$	191,000,101	26,274,444	$	7.27

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $49,550)	$	3,021,920
EXPENSES
Advisory fee (see Note B)		493,951
Distribution fee—Class B		222,854
Transfer agency—Class A		8
Transfer agency—Class B		1,072
Administrative		45,840
Custodian		42,968
Legal		30,364
Audit		22,800
Printing		16,494
Directors’ fees		1,250
Miscellaneous		4,540
Total expenses		882,141
Net investment income		2,139,779
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(64,205,277	)
Net change in unrealized appreciation/depreciation of investments		58,543,447
Net loss on investment transactions		(5,661,830	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(3,522,051	)

See notes to financial statements.

7

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

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,139,779		$	6,336,018
Net realized loss on investment transactions		(64,205,277	)		(30,055,914	)
Net change in unrealized appreciation/depreciation of investments		58,543,447			(119,837,734	)
Net decrease in net assets from operations		(3,522,051	)		(143,557,630	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(49,401	)		(57,044	)
Class B		(6,182,378	)		(6,041,578	)
Net realized gain on investment transactions
Class A		–0	–		(127,985	)
Class B		–0	–		(15,403,529	)
CAPITAL STOCK TRANSACTIONS
Net increase		3,570,953			31,235,456
Total decrease		(6,182,877	)		(133,952,310	)
NET ASSETS
Beginning of period		198,570,376			332,522,686
End of period (including undistributed net investment income of $2,068,980 and $6,160,980, respectively)	$	192,387,499		$	198,570,376

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Portfolio 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 Portfolio 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. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction

9

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

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

187,576,425

$

–0

–

$

–0

–

$

187,576,425

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

187,576,425

$

–0

–

$

–0

–

$

187,576,425

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“Fin 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

10

AllianceBernstein Variable Products Series Fund

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. Recent Accounting Pronouncements

During the period ended June 30, 2009, the Portfolio adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The Portfolio did not engage in derivative transactions for the six months ended June 30, 2009.

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2009, there were no such expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio paid $45,840 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, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $117,135, 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 $576 for the six months ended June 30, 2009.

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

11

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

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, 2009, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	61,234,953		$	59,472,629
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	12,794,785
Gross unrealized depreciation		(46,752,489	)
Net unrealized depreciation	$	(33,957,704	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal type of derivatives utilized by the Portfolio, as well as the methods, in which they may be used are:

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

• Option Transactions

For hedging and investment 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”.

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AllianceBernstein Variable Products Series Fund

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

2. 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	18,463		24,081		$	128,109		$	254,818
Shares issued in reinvestment of dividends and distributions	6,552		15,317			49,401			185,029
Shares redeemed	(29,893	)	(82,461	)		(210,270	)		(955,799	)
Net decrease	(4,878	)	(43,063	)	$	(32,760	)	$	(515,952	)
Class B
Shares sold	1,812,507		4,461,742		$	12,883,439		$	52,208,769
Shares issued in reinvestment of dividends and distributions	826,521		1,790,076			6,182,378			21,445,107
Shares redeemed	(2,317,520	)	(4,173,196	)		(15,462,104	)		(41,902,468	)
Net increase	321,508		2,078,622		$	3,603,713		$	31,751,408

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

13

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

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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	10,155,739	$	4,471,057
Net long-term capital gains		11,474,397		8,623,809
Total distributions paid	$	21,630,136	$	13,094,866

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	6,160,980
Accumulated capital and other losses		(30,921,333	)(a)
Unrealized appreciation/(depreciation)		(92,501,151	)
Total accumulated earnings/(deficit)	$	(117,261,504	)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $14,448,964 of which $14,448,964 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and 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, 2008, the Portfolio defers post-October capital losses of $16,472,369 to January 1, 2009.

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 defend-

14

AllianceBernstein Variable Products Series Fund

ants 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.

15

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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004(a)
Net asset value, beginning of period	$7.67		$13.92		$15.08		$12.94		$12.63		$11.20
Income From Investment Operations
Net investment income (b)	.09		.27		.32		.26		.22	(c)	.25	(c)
Net realized and unrealized gain (loss) on investment transactions	(.17	)	(5.62	)	(.85	)	2.42		.49		1.18
Net increase (decrease) in net asset value from operations	(.08	)	(5.35	)	(.53	)	2.68		.71		1.43
Less: Dividends and Distributions
Dividends from net investment income	(.27	)	(.28	)	(.21	)	(.16	)	(.18	)	–0	–
Distributions from net realized gain on investment transactions	–0	–	(.62	)	(.42	)	(.38	)	(.22	)	–0	–
Total dividends and distributions	(.27	)	(.90	)	(.63	)	(.54	)	(.40	)	–0	–
Net asset value, end of period	$7.32		$7.67		$13.92		$15.08		$12.94		$12.63
Total Return
Total investment return based on net asset value (d)	(1.16	)%*	(40.83	)%*	(3.95	)%	21.32	%	5.74	%	12.77	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,387		$1,490		$3,305,460		$1,043,677		$290,673		$5,699
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.73	%(e)	.67	%	.65	%	.69	%(f)	.73	%	.79	%(e)
Expenses, before waivers and reimbursements	.73	%(e)	.67	%	.65	%	.69	%(f)	.74	%	.98	%(e)
Net investment income	2.63	%(e)	2.46	%	2.17	%	1.89	%(f)	1.74	%(c)	2.02	%(c)(e)
Portfolio turnover rate	34	%	33	%	20	%	17	%	21	%	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, 2009 (unaudited)		Year Ended December 31,
			2008		2007		2006		2005		2004
Net asset value, beginning of period	$7.59		$13.79		$14.95		$12.84		$12.54		$11.16
Income From Investment Operations
Net investment income (b)	.08		.24		.27		.22		.17	(c)	.17	(c)
Net realized and unrealized gain (loss) on investment transactions	(.16	)	(5.58	)	(.83	)	2.40		.50		1.31
Net increase (decrease) in net asset value from operations	(.08	)	(5.34	)	(.56	)	2.62		.67		1.48
Less: Dividends and Distributions
Dividends from net investment income	(.24	)	(.24	)	(.18	)	(.13	)	(.15	)	(.10	)
Distributions from net realized gain on investment transactions	–0	–	(.62	)	(.42	)	(.38	)	(.22	)	–0	–
Total dividends and distributions	(.24	)	(.86	)	(.60	)	(.51	)	(.37	)	(.10	)
Net asset value, end of period	$7.27		$7.59		$13.79		$14.95		$12.84		$12.54
Total Return
Total investment return based on net asset value (d)	(1.13	)%*	(41.01	)%*	(4.16	)%	21.03	%	5.48	%	13.37	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$191,000		$197,080		$329,217		$308,635		$191,583		$151,793
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.98	%(e)	.92	%	.90	%	.94	%(f)	.98	%	.97	%
Expenses, before waivers and reimbursements	.98	%(e)	.92	%	.90	%	.94	%(f)	.99	%	1.15	%
Net investment income	2.38	%(e)	2.24	%	1.82	%	1.64	%(f)	1.38	%(c)	1.45	%(c)
Portfolio turnover rate	34	%	33	%	20	%	17	%	21	%	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 waiver 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 (i) insurance company’s separate account related expense charges and (ii) 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 settlement, which enhanced the performance of each share class for the six months ended June 30, 2009 and the year ended December 31, 2008 by 0.02% and 0.02%, respectively.

See notes to financial statements.

17

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 5-7, 2009.

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 2007 and 2008 that had been prepared with an 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

18

AllianceBernstein Variable Products Series Fund

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 2009 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of 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 with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2009 and (in the case of comparisons with 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 the Performance Universe for the 1-, 3- and 5-year periods, and that the Portfolio underperformed the Index in all periods reviewed. The directors also reviewed performance information for periods ended March 31, 2009 (for which the data was not limited to Class A Shares), and noted that relative investment performance had improved in the most recent months and that the Portfolio had outperformed the Index, although it continued to lag the Lipper VA Large Cap Value Funds Average. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s performance was acceptable. The directors determined 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 advisory 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 an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee 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 an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of 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 an investment style similar to that of 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

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(Continued)	AllianceBernstein Variable Products Series Fund

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 similar 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 the expense ratio information as relevant to their evaluation of the Adviser’s services because 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 administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that in light of the Portfolio’s historical investment performance, they had asked the Adviser to address the continued appropriateness of the Portfolio’s fee rate. In response the Adviser informed the directors that the Adviser had begun to implement changes and enhancements to address investment performance and discussed the new leadership for the Adviser effective December 2008. The Adviser further noted, among other things, that while it would take time to realize the benefits of these changes, relative investment performance in 2009 had shown improvement. The directors noted that they had discussed their concerns about the relative performance of a number of the AllianceBernstein equity funds with senior management of the Adviser. 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 the 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

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, NET ASSETS & EXPENSE CAPS

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 02/28/09 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	151.8	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 $90,250 (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, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

21

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% Class B    1.45%	0.67% 0.92%	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 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Value Portfolio	$	151.8	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	0.424	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.

22

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 (%)	Effective 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. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Value Portfolio	Client #1	0.25% on 1st $500 million 0.20% on the balance	0.250		0.550
	Client #26,7	0.50% on 1st $1 billion 0.40% on next $1 billion 0.30% on next $1 billion 0.20% on the balance	0.500		0.550
	Client #37	0.23% on 1st $300 million 0.20% on the balance	0.230		0.550
	Client #47	0.23% on 1st $300 million 0.20% on the balance	0.230		0.550
	Client #5	0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% thereafter +/– Performance Fee8	0.150	9	0.550
	Client #6	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 The client is an affiliate of the Adviser.

7 Assets are aggregated with other General Equity Portfolios for purposes of calculating the investment advisory fee.

8 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.

9 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”)¹⁰ at the approximate current asset level of the Portfolio.¹¹

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 Fee12	Lipper Exp. Group Median (%)	Rank
Value Portfolio	0.550	0.760	2/18

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 EU¹³ 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 Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁴

Portfolio	Expense Ratio (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Value Portfolio	0.672	0.793	2/18	0.801	10/41

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

10 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.

11 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.

12 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.

13 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.

14 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008.

15 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 profitability from providing investment advisory services to the Portfolio decreased during calendar year 2008, relative to 2007.

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $702,304 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, 2008, the Adviser determined that it made payments in the amount of $342,647 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 $969 from the Portfolio.¹⁶

The Portfolio may affect 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. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. 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.

16 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2008.

25

VALUE 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,¹⁷ 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 Deli¹⁸ 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.¹⁹ 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 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.

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

With assets under management of approximately $411 billion as of March 31, 2009, 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 Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended January 31, 2009.²²

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–16.03	–12.38	–12.54	18/18	50/56
3 year	–6.65	–3.91	–4.21	16/16	39/48
5 year	–45.39	–39.37	–40.87	18/18	51/59

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

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

19 The two dimensional analysis 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.

20 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.

21 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.

22 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)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)	Annualized			Risk Period (Year)
								Volatility (%)	Sharpe (%)
Value Portfolio	–	45.39	–	16.03	–	6.65	0.46	14.66	–	0.61	5
Russell 1000 Value Index	–	41.78	–	13.09	–	3.52	2.78	13.92	–	0.41	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 1, 2009

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

24 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009.

25 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 Wealth Appreciation Strategy Portfolio

June 30, 2009

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 (unaudited)	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, 2009		Ending Account Value June 30, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,040.15	$	4.55	0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.33	$	4.51	0.90	%
Class B
Actual	$	1,000	$	1,038.72	$	5.81	1.15	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.09	$	5.76	1.15	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

WEALTH APPRECIATION STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
JP Morgan Chase & Co.	$	484,533	2.7	%
The Goldman Sachs Group, Inc.		451,166	2.5
Apple, Inc.		349,666	1.9
Google, Inc.—Class A		328,840	1.8
Exxon Mobil Corp.		321,586	1.8
Gilead Sciences, Inc.		278,464	1.6
Hewlett-Packard Co.		274,028	1.5
QUALCOMM, Inc.		241,820	1.3
AT&T, Inc.		231,012	1.3
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		230,171	1.3
	$	3,191,286	17.7	%

SECTOR DIVERSIFICATION

June 30, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	4,907,579	27.9	%
Information Technology		2,164,599	12.3
Energy		2,059,148	11.7
Health Care		1,888,268	10.7
Consumer Discretionary		1,879,577	10.7
Consumer Staples		1,465,793	8.3
Industrials		1,155,311	6.6
Materials		870,285	4.9
Telecommunication Services		765,602	4.4
Utilities		436,380	2.5
Total Investments	$	17,592,542	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 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, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.6%
FINANCIALS–27.2%
CAPITAL MARKETS–4.9%
Bank of New York Mellon Corp.	660	$	19,345
The Blackstone Group LP	6,356		66,992
Credit Suisse Group AG	1,943		89,021
Deutsche Bank AG	951		57,812
Franklin Resources, Inc.	395		28,444
The Goldman Sachs Group, Inc.	3,060		451,166
Julius Baer Holding AG	1,077		41,887
Macquarie Group Ltd.	700		21,915
Man Group PLC	9,494		43,519
Morgan Stanley	2,000		57,020
			877,121
COMMERCIAL BANKS–4.9%
ABSA Group Ltd.	600		8,562
Australia & New Zealand Banking Group Ltd.	2,300		30,481
Banco do Brasil SA	2,100		22,666
Banco Santander Central Hispano SA	5,378		65,010
Barclays PLC	3,100		14,406
BB&T Corp.	850		18,683
BNP Paribas SA	1,138		74,212
Commonwealth Bank of Australia	600		18,808
Credit Agricole SA	2,459		30,832
HSBC Holdings PLC	1,678		13,980
Industrial & Commercial Bank of China Ltd.–Class H	38,000		26,322
Intesa Sanpaolo SpA(a)	8,100		26,175
Itau Unibanco Holding SA (ADR)	1,150		18,204
KB Financial Group, Inc.(a)	600		20,003
Lloyds Banking Group PLC	29,890		34,457
National Australia Bank Ltd.	1,000		18,016
National Bank of Canada	200		9,242
Nordea Bank AB	2,030		16,133
Regions Financial Corp.	3,200		12,928
Societe Generale–Class A	562		30,849
Standard Bank Group Ltd.	1,800		20,708
Standard Chartered PLC	3,736		70,248
Sumitomo Mitsui Financial Group, Inc.	600		24,279
Turkiye Garanti Bankasi(a)	6,500		17,292
U.S. Bancorp	3,700		66,304
United Overseas Bank Ltd.	1,000		10,091
Wells Fargo & Co.	6,300		152,838
Westpac Banking Corp.	759		12,349
			884,078
CONSUMER FINANCE–0.3%
Capital One Financial Corp.	1,400		30,632
ORIX Corp.	300		17,856
			48,488
DIVERSIFIED FINANCIAL SERVICES–4.0%
Bank of America Corp.	3,000		39,600
CME Group, Inc.–Class A	355		110,444

Company	Shares	U.S. $ Value
Deutsche Boerse AG	326	$	25,371
Hong Kong Exchanges and Clearing Ltd.	2,500		38,641
ING Group	3,000		30,393
JP Morgan Chase & Co.	14,205		484,533
			728,982
INSURANCE–3.1%
ACE Ltd.	1,000		44,230
Allianz SE	350		32,285
Allstate Corp.	2,200		53,680
Aviva PLC	4,570		25,731
Fairfax Financial Holdings Ltd.	50		12,552
Genworth Financial, Inc.–Class A	3,000		20,970
Hartford Financial Services Group, Inc.	2,300		27,301
Industrial Alliance Insurance and Financial Services, Inc.	300		6,641
Lincoln National Corp.	1,600		27,536
MetLife, Inc.	2,150		64,522
Muenchener Rueckversicherungs AG (MunichRe)	300		40,532
PartnerRe Ltd.	500		32,475
QBE Insurance Group Ltd.	1,528		24,451
Torchmark Corp.	550		20,372
The Travelers Co., Inc.	1,350		55,404
Unum Group	2,700		42,822
XL Capital Ltd.–Class A	2,800		32,088
			563,592
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.2%
Alexandria Real Estate Equities, Inc.	260		9,305
Ascendas Real Estate Investment Trust	20,000		21,805
BioMed Realty Trust, Inc.	850		8,696
Boston Properties, Inc.	550		26,235
Brandywine Realty Trust	1,965		14,639
British Land Co. PLC	1,293		8,142
Camden Property Trust	305		8,418
Canadian Real Estate Investment Trust	1,318		27,875
CapitaMall Trust	10,220		9,829
CBL & Associates Properties, Inc.	1,620		8,732
Cominar Real Estate Investment Trust	1,100		14,640
Corio NV	180		8,779
Corporate Office Properties Trust	1,025		30,063
Developers Diversified Realty Corp.	3,200		15,616
Dexus Property Group	40,222		24,200
DiamondRock Hospitality Co.	1,350		8,451
Digital Realty Trust, Inc.	775		27,784
Duke Realty Corp.	1,000		8,770
DuPont Fabros Technology, Inc.	900		8,478
Entertainment Properties Trust	575		11,845
Equity Residential	225		5,002
Eurocommercial Properties NV	300		9,265

3

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

Company	Shares	U.S. $ Value
Extra Space Storage, Inc.	1,100	$	9,185
First Potomac Realty Trust	900		8,775
Fonciere Des Regions	175		13,195
Government Properties Income Trust(a)	500		10,265
Great Portland Estates PLC	3,281		11,890
H&R Real Estate Investment Trust	1,000		9,440
HCP, Inc.	860		18,223
Health Care REIT, Inc.	525		17,902
Home Properties, Inc.	425		14,492
Hospitality Properties Trust	400		4,756
Host Hotels & Resorts, Inc.	1,066		8,944
ING Office Fund	20,600		7,612
Japan Real Estate Investment Corp.–Class A	2		16,590
Kilroy Realty Corp.	180		3,697
Kite Realty Group Trust	2,100		6,132
Klepierre	1,599		41,438
Land Securities Group PLC	2,773		21,564
LaSalle Hotel Properties	300		3,702
Liberty International PLC	900		5,900
The Link REIT	4,500		9,564
Macerich Co.	542		9,545
Mack-Cali Realty Corp.	1,125		25,650
Macquarie CountryWide Trust	10,133		4,411
Mercialys SA	153		4,727
Mid-America Apartment Communities, Inc.	385		14,133
Morguard Real Estate Investment Trust	1,500		12,445
National Retail Properties, Inc.	550		9,542
Nationwide Health Properties, Inc.	420		10,811
Nomura Real Estate Office Fund, Inc.–Class A	3		19,072
Orix JREIT, Inc.–Class A	1		4,579
Primaris Retail Real Estate Investment Trust	1,681		17,111
ProLogis	1,550		12,493
Public Storage	115		7,530
Rayonier, Inc.	425		15,449
Realty Income Corp.	200		4,384
Regency Centers Corp.	375		13,091
RioCan Real Estate Investment Trust (Toronto)	997		13,097
Simon Property Group, Inc.	1,069		54,979
SL Green Realty Corp.	270		6,194
Societe Immobiliere de Location pour l’Industrie et le Commerce	100		8,847
Stockland	5,040		13,001
Sunstone Hotel Investors, Inc.	1,885		10,085
Tanger Factory Outlet Centers	375		12,161
Taubman Centers, Inc.	510		13,699
UDR, Inc.	850		8,780
Unibail-Rodamco	652		97,483
Ventas, Inc.	925		27,620
Vornado Realty Trust	310		13,959
Weingarten Realty Investors	525		7,618

Company	Shares	U.S. $ Value
Wereldhave NV	170	$	12,673
Westfield Group	8,501		77,804
			1,122,808
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.8%
Agile Property Holdings Ltd.	14,000		19,946
Brookfield Properties Corp. (New York)	1,200		9,564
Brookfield Properties Corp. (Toronto)	1,300		10,282
China Overseas Land & Investment Ltd.	16,000		36,928
China Vanke Co. Ltd.–Class B	9,000		12,971
First Capital Realty, Inc.	600		8,594
GAGFAH SA	1,100		9,140
Henderson Land Development Co. Ltd.	8,000		45,650
Jones Lang LaSalle, Inc.	300		9,819
Kerry Properties Ltd.	6,449		28,092
Lend Lease Corp. Ltd.	8,227		46,298
Mitsubishi Estate Co., Ltd.	3,000		49,805
Mitsui Fudosan Co., Ltd.	3,900		67,642
Multiplan Empreendimentos Imobiliarios SA	2,300		23,464
New World Development Co., Ltd.	30,786		55,416
NTT Urban Development Corp.	41		39,523
Savills PLC	2,800		13,237
Sino-Ocean Land Holdings Ltd.	14,500		16,465
Sumitomo Realty & Development	2,000		36,517
Sun Hung Kai Properties Ltd.	8,700		108,035
Swire Pacific Ltd.	1,000		10,038
Yanlord Land Group Ltd.	16,000		25,084
			682,510
			4,907,579
INFORMATION TECHNOLOGY–12.0%
COMMUNICATIONS EQUIPMENT–3.0%
Cisco Systems, Inc.(a)	8,075		150,518
Motorola, Inc.	9,700		64,311
Nokia OYJ	3,000		43,942
QUALCOMM, Inc.	5,350		241,820
Research In Motion Ltd.(a)	208		14,778
Telefonaktiebolaget LM Ericsson–Class B	3,000		29,554
			544,923
COMPUTERS & PERIPHERALS–4.0%
Apple, Inc.(a)	2,455		349,666
Fujitsu Ltd.	5,000		27,161
Hewlett-Packard Co.	7,090		274,028
Toshiba Corp.	6,000		21,738
Western Digital Corp.(a)	1,700		45,050
			717,643

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
AU Optronics Corp.	11,000	$	10,618
Corning, Inc.	2,500		40,150
FUJIFILM Holdings Corp.	600		19,095
Keyence Corp.	100		20,373
Nippon Electric Glass Co. Ltd.	2,000		22,359
Tyco Electronics Ltd.	2,900		53,911
			166,506
INTERNET SOFTWARE & SERVICES–2.0%
Google, Inc.–Class A(a)	780		328,840
Telecity Group PLC(a)	1,875		9,206
Tencent Holdings Ltd.	2,000		23,205
			361,251
IT SERVICES–0.4%
Visa, Inc.–Class A	970		60,392
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.4%
Altera Corp.	1,485		24,176
ASML Holding NV	1,062		23,019
Intel Corp.	6,665		110,306
Samsung Electronics Co. Ltd.	70		32,366
Taiwan Semiconductor Manufacturing Co. Ltd.	9,000		14,771
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	5,450		51,284
United Microelectronics Corp.	72		24
			255,946
SOFTWARE–0.3%
SAP AG	395		15,926
Symantec Corp.(a)	2,700		42,012
			57,938
			2,164,599
ENERGY–11.4%
ENERGY EQUIPMENT & SERVICES–2.3%
Cameron International Corp.(a)	2,325		65,798
ENSCO International, Inc.	450		15,691
National Oilwell Varco, Inc.(a)	895		29,231
Rowan Cos., Inc.	850		16,422
Saipem SpA	1,400		34,204
Schlumberger Ltd.	4,245		229,697
Tenaris SA	1,953		26,643
			417,686
OIL, GAS & CONSUMABLE FUELS–9.1%
Apache Corp.	2,145		154,762
BG Group PLC	3,335		56,160
BP PLC	7,400		58,473
Chevron Corp.	2,900		192,125

Company	Shares	U.S. $ Value
ConocoPhillips	2,600	$	109,356
Devon Energy Corp.	1,500		81,750
ENI SpA	1,600		37,947
EOG Resources, Inc.	1,450		98,484
Exxon Mobil Corp.	4,600		321,586
LUKOIL (OTC US) (Sponsored ADR)	600		26,692
Nexen, Inc.	401		8,712
Occidental Petroleum Corp.	1,900		125,039
Petro-Canada	800		30,895
Petroleo Brasileiro SA (ADR)	1,950		79,911
Petroleo Brasileiro SA (Sponsored ADR)	450		15,012
PTT PCL	2,400		16,484
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	2,600		65,149
StatoilHydro ASA	4,105		81,087
Suncor Energy Inc	547		16,634
Sunoco, Inc.	250		5,800
Total SA	1,096		59,404
			1,641,462
			2,059,148
HEALTH CARE–10.5%
BIOTECHNOLOGY–2.4%
Amgen, Inc.(a)	700		37,058
Celgene Corp.(a)	2,445		116,969
Gilead Sciences, Inc.(a)	5,945		278,464
			432,491
HEALTH CARE EQUIPMENT & SUPPLIES–1.0%
Alcon, Inc.	650		75,478
Baxter International, Inc.	1,295		68,583
Covidien PLC	600		22,464
St. Jude Medical, Inc.(a)	300		12,330
			178,855
HEALTH CARE PROVIDERS & SERVICES–0.8%
Cardinal Health, Inc.	800		24,440
Celesio AG	300		6,891
Fresenius Medical Care AG & Co. KGaA	250		11,234
Medco Health Solutions, Inc.(a)	2,100		95,781
			138,346
PHARMACEUTICALS–6.3%
AstraZeneca PLC	1,300		57,320
Bayer AG	500		26,870
Eli Lilly & Co.	1,600		55,424
GlaxoSmithKline PLC	2,600		45,925
Johnson & Johnson	1,500		85,200
Merck & Co., Inc.	4,800		134,208
Mitsubishi Tanabe Pharma Corp.	1,000		11,489
Novartis AG	900		36,636
Novo Nordisk A/S–Class B	740		40,304
Pfizer, Inc.	12,400		186,000
Roche Holding AG	332		45,236

5

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

Company	Shares	U.S. $ Value
Sanofi-Aventis	1,665	$	98,385
Schering-Plough Corp.	3,400		85,408
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	4,665		230,171
			1,138,576
			1,888,268
CONSUMER DISCRETIONARY–10.4%
AUTO COMPONENTS–0.1%
Denso Corp.	700		17,943
AUTOMOBILES–0.8%
Bayerische Motoren Werke AG	434		16,394
Honda Motor Co. Ltd.	800		22,009
Nissan Motor Co. Ltd.	5,000		30,344
Renault SA(a)	800		29,557
Toyota Motor Corp.	500		18,909
Toyota Motor Corp. (Sponsored ADR)	420		31,723
			148,936
DISTRIBUTORS–0.1%
Genuine Parts Co.	200		6,712
Li & Fung Ltd.	4,000		10,680
			17,392
HOTELS, RESTAURANTS & LEISURE–1.2%
Carnival PLC	1,543		41,096
Compass Group PLC	3,793		21,410
McDonald’s Corp.	2,120		121,879
TABCORP Holdings Ltd.	2,800		16,114
Thomas Cook Group PLC	2,500		8,471
TUI Travel PLC	2,600		9,939
			218,909
HOUSEHOLD DURABLES–0.6%
DR Horton, Inc.	1,900		17,784
Electrolux AB Series B(a)	500		6,995
MRV Engenharia e Participacoes SA	1,000		13,554
Sharp Corp.	2,000		20,749
Sony Corp.	900		23,480
Whirlpool Corp.	750		31,920
			114,482
INTERNET & CATALOG RETAIL–0.2%
Amazon.Com, Inc.(a)	510		42,666
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.	800		8,774
MEDIA–3.5%
British Sky Broadcasting Group PLC	2,048		15,374
CBS Corp.–Class B	5,900		40,828
Comcast Corp.–Class A	1,000		14,490
Lagardere SCA	475		15,836

Company	Shares	U.S. $ Value
Liberty Media Corp.–Entertainment Series A(a)	1,375	$	36,781
News Corp.–Class A	12,300		112,053
Pearson PLC	1,186		11,944
SES SA (FDR)	1,649		31,532
Time Warner Cable, Inc.–Class A	3,743		118,541
Time Warner, Inc.	4,133		104,110
Viacom, Inc.–Class B(a)	1,800		40,860
The Walt Disney Co.	3,430		80,022
			622,371
MULTILINE RETAIL–1.8%
JC Penney Co., Inc.	1,400		40,194
Kohl’s Corp.(a)	3,470		148,343
Macy’s, Inc.	2,000		23,520
Next PLC	810		19,625
Takashimaya Co. Ltd.	1,000		7,871
Target Corp.	2,015		79,532
			319,085
SPECIALTY RETAIL–1.8%
AutoNation, Inc.(a)	1,700		29,495
Foot Locker, Inc.	1,700		17,799
The Gap, Inc.	1,700		27,880
Hennes & Mauritz AB–Class B	341		17,028
Home Depot, Inc.	2,200		51,986
Kingfisher PLC	8,448		24,785
Limited Brands, Inc.	2,600		31,122
Lowe’s Cos, Inc.	6,010		116,654
			316,749
TEXTILES, APPAREL & LUXURY GOODS–0.3%
Jones Apparel Group, Inc.	2,200		23,606
Nike, Inc.–Class B	440		22,783
Yue Yuen Industrial Holdings Ltd.	2,500		5,881
			52,270
			1,879,577
CONSUMER STAPLES–8.2%
BEVERAGES–1.5%
Anheuser-Busch InBev NV	1,240		44,962
The Coca-Cola Co.	265		12,717
Coca-Cola Enterprises, Inc.	3,300		54,945
Pepsi Bottling Group, Inc.	1,300		43,992
PepsiCo, Inc.	2,055		112,943
			269,559
FOOD & STAPLES RETAILING–2.3%
Aeon Co. Ltd.	1,800		17,761
Casino Guichard Perrachon SA	100		6,773
Costco Wholesale Corp.	2,710		123,847
Delhaize Group	300		21,121
Koninklijke Ahold NV	1,800		20,751
The Kroger Co.	1,400		30,870
Metro AG	400		19,111
Safeway, Inc.	1,250		25,462
Sysco Corp.	1,100		24,728

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Tesco PLC	11,004	$	64,262
Wal-Mart Stores, Inc.	1,225		59,339
			414,025
FOOD PRODUCTS–2.0%
Archer-Daniels-Midland Co.	2,600		69,602
Associated British Foods PLC	1,500		18,897
Bunge Ltd.	625		37,656
ConAgra Foods, Inc.	1,700		32,402
Del Monte Foods Co.	2,000		18,760
General Mills, Inc.	375		21,008
Kraft Foods, Inc.–Class A	1,900		48,146
Nestle SA	1,011		38,174
Sara Lee Corp.	3,400		33,184
Smithfield Foods, Inc.(a)	1,300		18,161
Tyson Foods, Inc.–Class A	2,200		27,742
			363,732
HOUSEHOLD PRODUCTS–1.3%
Colgate-Palmolive Co.	430		30,418
Kimberly-Clark Corp.	325		17,040
Procter & Gamble Co.	2,485		126,983
Reckitt Benckiser Group PLC	1,046		47,769
			222,210
PERSONAL PRODUCTS–0.1%
L’Oreal SA	231		17,340
TOBACCO–1.0%
Altria Group, Inc.	3,400		55,726
British American Tobacco PLC	1,758		48,528
Lorillard, Inc.	475		32,191
Reynolds American, Inc.	1,100		42,482
			178,927
			1,465,793
INDUSTRIALS–6.4%
AEROSPACE & DEFENSE–0.6%
BAE Systems PLC	4,501		25,152
Bombardier, Inc.–Class B	2,400		7,118
Northrop Grumman Corp.	1,000		45,680
Raytheon Co.	725		32,212
			110,162
AIR FREIGHT & LOGISTICS–0.3%
Deutsche Post AG	1,150		15,016
FedEx Corp.	755		41,993
			57,009
AIRLINES–0.1%
Deutsche Lufthansa AG	600		7,535
Qantas Airways Ltd.	7,000		11,335
			18,870
BUILDING PRODUCTS–0.1%
Masco Corp.	2,700		25,866
CONSTRUCTION & ENGINEERING–0.1%
China Railway Construction Corp. Ltd.–Class H(a)	7,500		11,509

Company	Shares	U.S. $ Value
ELECTRICAL EQUIPMENT–1.3%
Cooper Industries Ltd.–Class A	500	$	15,525
Emerson Electric Co.	2,545		82,458
Gamesa Corp. Tecnologica SA	1,380		26,310
Schneider Electric SA	300		22,961
Vestas Wind Systems A/S(a)	439		31,505
Vestas Wind Systems A/S (ADR)(a)	2,600		62,010
			240,769
INDUSTRIAL CONGLOMERATES–0.9%
Bidvest Group Ltd.	1,200		15,058
General Electric Co.	11,000		128,920
Textron, Inc.	1,900		18,354
			162,332
MACHINERY–1.6%
Atlas Copco AB–Class A	1,661		16,725
Caterpillar, Inc.	800		26,432
Crane Co.	600		13,386
Danaher Corp.	1,290		79,644
Dover Corp.	1,100		36,399
Illinois Tool Works, Inc.	1,710		63,851
MAN SE	207		12,737
NGK Insulators Ltd.	1,000		20,382
SPX Corp.	300		14,691
			284,247
MARINE–0.1%
Mitsui OSK Lines Ltd.	2,000		12,925
PROFESSIONAL SERVICES–0.1%
Adecco SA	300		12,539
Randstad Holding NV(a)	400		11,116
			23,655
ROAD & RAIL–0.5%
East Japan Railway Co.	100		6,021
Hertz Global Holdings, Inc.(a)	2,300		18,377
Union Pacific Corp.	1,290		67,157
			91,555
TRADING COMPANIES & DISTRIBUTORS–0.7%
Mitsubishi Corp.	2,500		46,133
Mitsui & Co. Ltd.	4,800		56,879
Wolseley PLC(a)	700		13,400
			116,412
			1,155,311
MATERIALS–4.8%
CHEMICALS–1.9%
Air Products & Chemicals, Inc.	1,010		65,236
BASF SE	700		27,889
E.I. Du Pont de Nemours & Co.	3,000		76,860
Eastman Chemical Co.	800		30,320
JSR Corp.	900		15,416
Mitsubishi Chemical Holdings Corp.	2,500		10,574
Mitsui Chemicals, Inc.	500		1,594

7

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

Company	Shares	U.S. $ Value
Monsanto Co.	980	$	72,853
Syngenta AG	193		44,905
			345,647
CONSTRUCTION MATERIALS–0.1%
CRH PLC (Dublin)	128		2,942
CRH PLC (London)	803		18,390
			21,332
CONTAINERS & PACKAGING–0.2%
Amcor Ltd.	2,569		10,330
Sonoco Products Co.	600		14,370
			24,700
METALS & MINING–2.5%
Anglo American PLC	598		17,485
ArcelorMittal	755		25,208
ArcelorMittal (Euronext Amsterdam)	1,406		46,529
ArcelorMittal (New York)	1,485		49,124
Barrick Gold Corp.	820		27,600
BHP Billiton Ltd.	500		13,698
BHP Billiton PLC	1,725		38,879
Freeport-McMoRan Copper & Gold, Inc.	2,055		102,976
MMC Norilsk Nickel (ADR)(a)	2,035		18,518
Nucor Corp.	275		12,218
Rio Tinto PLC	436		15,099
Rio Tinto PLC (Sponsored ADR)	180		29,497
Sumitomo Metal Mining Co. Ltd.	1,000		14,048
Vale SA–Class B (ADR)	1,365		24,065
Xstrata PLC	1,839		19,987
			454,931
PAPER & FOREST PRODUCTS–0.1%
Svenska Cellulosa AB–Class B	2,000		21,057
			867,667
TELECOMMUNICATION SERVICES–4.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.4%
AT&T, Inc.	9,300		231,012
BCE, Inc.	400		8,253
Bezeq Israeli Telecommunication Corp. Ltd.	4,300		7,937
BT Group PLC	9,820		16,453
Deutsche Telekom AG	2,700		31,921
France Telecom SA	1,300		29,580
Nippon Telegraph & Telephone Corp.	700		28,508
Telecom Corp. of New Zealand Ltd.	9,303		16,321
Telecom Italia SpA (ordinary shares)	13,100		18,163
Telecom Italia SpA (savings shares)	12,500		12,314

Company	Shares	U.S. $ Value
Telefonica SA	5,003	$	113,617
TELUS Corp.–Class A	500		12,896
Verizon Communications, Inc.	2,500		76,825
			603,800
WIRELESS TELECOMMUNICATION SERVICES–0.9%
KDDI Corp.	4		21,224
MTN Group Ltd.	892		13,700
Sprint Nextel Corp.(a)	14,500		69,745
Vodafone Group PLC	29,375		57,133
			161,802
			765,602
UTILITIES–2.4%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.	500		14,445
CEZ	600		26,818
E.ON AG	1,100		39,048
Electricite de France	200		9,766
Pinnacle West Capital Corp.	1,100		33,165
The Tokyo Electric Power Co., Inc.	300		7,713
			130,955
GAS UTILITIES–0.0%
Atmos Energy Corp.	275		6,886
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
Drax Group PLC	1,300		9,410
Iberdrola Renovables SA(a)	2,585		11,851
RRI Energy, Inc.(a)	3,000		15,030
			36,291
MULTI-UTILITIES–1.5%
Alliant Energy Corp.	1,000		26,130
Centrica PLC	16,307		59,961
CMS Energy Corp.	2,200		26,576
Consolidated Edison, Inc.	325		12,161
Dominion Resources, Inc.	800		26,736
GDF Suez	437		16,358
National Grid PLC	1,474		13,301
NiSource, Inc.	2,800		32,648
RWE AG	380		29,967
Xcel Energy, Inc.	1,000		18,410
			262,248
			436,380
Total Common Stocks (cost $18,608,534)			17,589,924
RIGHTS–0.0%
MATERIALS–0.0%
METALS & MINING–0.0%
Rio Tinto PLC(a) (cost $3,386)	228		2,618
TOTAL INVESTMENTS–97.6% (cost $18,611,920)			17,592,542
Other assets less liabilities–2.4%			429,414
NET ASSETS–100.0%		$	18,021,956

8

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, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/17/09	34	$	25,129	$	27,300	$	2,171
Australian Dollar settling 8/17/09	88		66,836		70,659		3,823
Australian Dollar settling 8/17/09	26		19,583		20,876		1,293
Australian Dollar settling 8/17/09	76		58,490		61,024		2,534
Australian Dollar settling 8/17/09	60		46,801		48,177		1,376
Australian Dollar settling 9/15/09	10		7,592		8,013		421
Australian Dollar settling 9/15/09	143		109,165		114,340		5,175
Australian Dollar settling 9/15/09	41		33,329		32,852		(477	)
Australian Dollar settling 9/15/09	84		66,439		67,066		627
Australian Dollar settling 9/15/09	64		50,801		51,281		480
Australian Dollar settling 9/15/09	29		22,661		23,237		576
British Pound settling 8/17/09	32		50,965		52,644		1,679
British Pound settling 8/17/09	22		35,284		36,193		909
British Pound settling 8/17/09	69		112,653		113,514		861
British Pound settling 8/17/09	6		9,913		9,871		(42	)
British Pound settling 9/15/09	88		143,356		144,759		1,403
British Pound settling 9/15/09	30		49,175		49,350		175
Canadian Dollar settling 8/17/09	12		10,385		10,319		(66	)
Canadian Dollar settling 9/15/09	14		12,352		12,041		(311	)
Euro settling 8/17/09	182		247,311		255,316		8,005
Euro settling 8/17/09	28		39,721		39,280		(441	)
Euro settling 8/17/09	44		62,405		61,725		(680	)
Euro settling 9/15/09	37		51,204		51,899		695
Japanese Yen settling 8/17/09	1,799		18,842		18,685		(157	)
Japanese Yen settling 8/17/09	27,563		286,863		286,270		(593	)
Japanese Yen settling 8/17/09	2,872		29,949		29,829		(120	)
Japanese Yen settling 8/17/09	4,337		45,509		45,044		(465	)
Japanese Yen settling 9/15/09	2,425		24,559		25,194		635
Japanese Yen settling 9/15/09	5,079		52,106		52,768		662
Japanese Yen settling 9/15/09	15,162		155,547		157,525		1,978
New Zealand Dollar settling 8/17/09	54		32,365		34,744		2,379
New Zealand Dollar settling 8/17/09	28		18,074		18,015		(59	)
New Zealand Dollar settling 8/17/09	106		66,949		68,200		1,251
New Zealand Dollar settling 9/15/09	74		46,074		47,522		1,448
Norwegian Krone settling 8/17/09	402		62,124		62,441		317
Norwegian Krone settling 9/15/09	64		9,772		9,934		162
Norwegian Krone settling 9/15/09	259		40,640		40,201		(439	)
Norwegian Krone settling 9/15/09	681		105,895		105,703		(192	)
Swedish Krona settling 8/17/09	135		17,827		17,497		(330	)
Swedish Krona settling 8/17/09	48		6,280		6,221		(59	)
Swedish Krona settling 8/17/09	50		6,293		6,480		187
Swedish Krona settling 9/15/09	93		12,280		12,053		(227	)
Swedish Krona settling 9/15/09	64		8,159		8,295		136

9

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

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2009		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
Australian Dollar settling 9/15/09	9	$	7,050	$	7,211	$	(161	)
British Pound settling 8/17/09	17		25,580		27,967		(2,387	)
British Pound settling 8/17/09	18		27,197		29,612		(2,415	)
British Pound settling 8/17/09	8		12,110		13,161		(1,051	)
British Pound settling 8/17/09	363		562,207		597,181		(34,974	)
British Pound settling 9/15/09	10		14,696		16,121		(1,425	)
British Pound settling 9/15/09	124		202,462		204,637		(2,175	)
Canadian Dollar settling 8/17/09	20		17,252		17,200		52
Canadian Dollar settling 8/17/09	23		19,885		19,779		106
Canadian Dollar settling 8/17/09	27		24,073		23,219		854
Canadian Dollar settling 9/15/09	64		58,002		55,047		2,955
Canadian Dollar settling 9/15/09	114		102,864		97,623		5,241
Canadian Dollar settling 9/15/09	14		12,910		12,213		697
Euro settling 8/17/09	16		22,350		22,445		(95	)
Euro settling 8/17/09	20		27,722		28,057		(335	)
Euro settling 8/17/09	41		57,556		57,516		40
Euro settling 9/15/09	33		45,372		46,288		(916	)
Euro settling 9/15/09	4		5,587		5,611		(24	)
Euro settling 9/15/09	7		9,810		9,819		(9	)
Japanese Yen settling 8/17/09	12,123		127,745		125,910		1,835
Japanese Yen settling 8/17/09	5,488		56,823		56,999		(176	)
Japanese Yen settling 8/17/09	9,128		94,835		94,804		31
Japanese Yen settling 8/17/09	2,278		23,228		23,659		(431	)
Japanese Yen settling 8/17/09	345		3,519		3,583		(64	)
Japanese Yen settling 8/17/09	7,209		73,528		74,873		(1,345	)
Japanese Yen settling 9/15/09	17,587		183,734		182,720		1,014
Japanese Yen settling 9/15/09	7,098		74,154		73,745		409
Japanese Yen settling 9/15/09	850		8,865		8,831		34
Japanese Yen settling 9/15/09	787		8,271		8,176		95
Norwegian Krone settling 9/15/09	64		9,907		9,934		(27	)
Swedish Krona settling 8/17/09	433		56,243		56,121		122
Swedish Krona settling 9/15/09	93		11,849		12,053		(204	)
Swedish Krona settling 9/15/09	64		8,298		8,295		3
Swedish Krona settling 9/15/09	501		63,201		64,932		(1,731	)
Swiss Franc settling 8/17/09	123		110,727		113,268		(2,541	)
Swiss Franc settling 8/17/09	9		8,169		8,288		(119	)
Swiss Franc settling 9/15/09	16		14,729		14,740		(11	)

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

LP—Limited Partnership

REIT—Real Estate Investment Trust

See notes to financial statements.

10

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $18,611,920)	$	17,592,542
Cash		417,833
Foreign currencies, at value (cost $29,236)		29,316
Unrealized appreciation of forward currency exchange contracts		54,846
Receivable for investment securities sold		68,087
Dividends receivable		43,512
Receivable for capital stock sold		15,831
Receivable due from Adviser		11,693
Total assets		18,233,660
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		57,274
Payable for investment securities purchased and foreign currency contracts		94,802
Custodian fee payable		33,302
Legal fee payable		12,123
Distribution fee payable		3,716
Transfer Agent fee payable		124
Accrued expenses		10,363
Total liabilities		211,704
NET ASSETS	$	18,021,956
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,826
Additional paid-in capital		27,106,897
Undistributed net investment income		11,895
Accumulated net realized loss on investment and foreign currency transactions		(8,079,143	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(1,020,519	)
	$	18,021,956

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	17,282	2,697	$	6.41
B	$	18,004,674	2,822,945	$	6.38

See notes to financial statements.

11

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $15,671)	$	236,085
EXPENSES
Advisory fee (see Note B)		51,513
Distribution fee—Class B		19,799
Transfer agency—Class B		1,225
Custodian		78,590
Administrative		46,000
Legal		11,778
Audit		6,182
Directors’ fees		1,250
Printing		392
Miscellaneous		6,985
Total expenses		223,714
Less: expenses waived and reimbursed by the Adviser (see Note B)		(132,447	)
Net expenses		91,267
Net investment income		144,818
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(3,822,982	)
Foreign currency transactions		(16,382	)
Net change in unrealized appreciation/depreciation of:
Investments		4,524,333
Foreign currency denominated assets and liabilities		(97,570	)
Net gain on investment and foreign currency transactions		587,399
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	732,217

See notes to financial statements.

12

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

	Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	144,818		$	326,779
Net realized loss on investment and foreign currency transactions		(3,839,364	)		(4,103,785	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		4,426,763			(9,165,065	)
Net increase (decrease) in net assets from operations		732,217			(12,942,071	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(302	)		(113	)
Class B		(287,334	)		(265,360	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(1,326	)
Class B		–0	–		(3,973,479	)
CAPITAL STOCK TRANSACTIONS
Net increase		1,555,992			3,973,951
Total increase (decrease)		2,000,573			(13,208,398	)
NET ASSETS
Beginning of period		16,021,383			29,229,781
End of period (including undistributed net investment income of $11,895 and $154,713, respectively)	$	18,021,956		$	16,021,383

See notes to financial statements.

13

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2009 (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 fifteen 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 Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

The Portfolio adopted Financial Accounting Standards Board (“FASB”) 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 Portfolio 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

14

AllianceBernstein Variable Products Series Fund

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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2009:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Financials	$	2,761,797		$	2,145,782		$	–0	–	$	4,907,579
Information Technology		1,851,243			313,356			–0	–		2,164,599
Energy		1,596,904			445,760			16,484			2,059,148
Health Care		1,507,978			380,290			–0	–		1,888,268
Consumer Discretionary		1,426,837			452,740			–0	–		1,879,577
Consumer Staples		1,100,345			365,448			–0	–		1,465,793
Industrials		710,946			444,365			–0	–		1,155,311
Materials		548,045			322,240			–0	–		870,285
Telecommunication Services		390,478			375,124			–0	–		765,602
Utilities		212,187			224,193			–0	–		436,380
		12,106,760			5,469,298	+		16,484			17,592,542
Other Financial Instruments*		–0	–		(2,428	)		–0	–		(2,428	)
Total	$	12,106,760		$	5,466,870		$	16,484		$	17,590,114

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Fund values its securities which may materially affect the value of trading in such markets. To account for this, the Portfolio may frequently value its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments.

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

	Common Stocks			Other Financial Instruments
Balance as of 12/31/08	$	12,076		$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		4,408			–0	–*
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 6/30/09	$	16,484		$	–0	–
Net change in unrealized appreciation/depreciation from investments still held as of 6/30/09	$	4,408		$	–0	–

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

15

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

3. 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.

4. 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.

In accordance with FASB Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. 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.

6. 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.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, 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.

8. 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.

9. Recent Accounting Pronouncements

During the period ended in May 31, 2009, the Fund adopted FASB Statement of Financial Accounting Standards No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities.” FAS 161 requires enhanced disclosure

16

AllianceBernstein Variable Products Series Fund

about an entity’s derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements (see Note D.1).

In accordance with the provision set forth in FASB Statement of Financial Accounting Standards No. 165 “Subsequent Events”, adopted by the Portfolio as of June 30, 2009, management has evaluated the possibility of subsequent events existing in the Portfolio’s financial statements issued on August 14, 2009. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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, 2009, the Adviser waived fees and reimbursed expenses in the amount of $86,447.

Pursuant to 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 $46,000 for the six months ended June 30, 2009.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2009, amounted to $12,868, of which $6 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 $576 for the six months ended June 30, 2009.

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.

17

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	8,726,269		$	7,529,395
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	1,283,468
Gross unrealized depreciation		(2,302,846	)
Net unrealized depreciation	$	(1,019,378	)

1. Derivative Financial Instruments

The Fund may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Fund may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

• Futures Contracts

The Portfolio may buy or sell 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 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.

• 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 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 unrealized appreciation and/or depreciation by the Portfolio. 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.

18

AllianceBernstein Variable Products Series Fund

• Option Transactions

For hedging and investment 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.

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 selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2009, the Portfolio had no transactions in written options.

At June 30, 2009, the Portfolio had entered into the following derivatives (not designated as hedging instruments under FAS No. 133 “ Accounting for Derivative Instruments and Hedging Activities”):

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments under Statement 133	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	54,846	Unrealized depreciation of forward currency exchange contracts	$	57,274

The effect of derivative instruments on the Statement of Operations for the six months ended June 30, 2009:

Derivatives Not Accounted for as Hedging Instruments under Statement 133	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; change in unrealized appreciation/(depreciation) of foreign currency denominated assets and liabilities	$	(23,556	)	$	(98,728	)

2. 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

WEALTH APPRECIATION STRATEGY 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, 2009 (unaudited)		Year Ended December 31, 2008		Six Months Ended June 30, 2009 (unaudited)			Year Ended December 31, 2008
Class A
Shares sold	1,453		507		$	8,568		$	2,987
Shares issued in reinvestment of dividends and distributions	31		–0	–		206			–0	–
Shares redeemed	(38	)	(26	)		(223	)		(158	)
Net increase	1,446		481		$	8,551		$	2,829
Class B
Shares sold	517,321		565,810		$	2,985,215		$	4,974,579
Shares issued in reinvestment of dividends and distributions	44,002		411,538			287,334			4,238,839
Shares redeemed	(303,637	)	(660,466	)		(1,725,108	)		(5,242,296	)
Net increase	257,686		316,882		$	1,547,441		$	3,971,122

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 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. Independent of the Portfolio’s investments in securities denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

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, 2009. Effective July 16, 2009, the Facility will be reduced to $140 million.

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, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2008 and December 31, 2007 were as follows:

	2008		2007
Distributions paid from:
Ordinary income	$	272,052	$	856,669
Net long-term capital gains		3,968,226		2,186,102
Total distributions paid	$	4,240,278	$	3,042,771

As of December 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	275,360
Accumulated capital and other losses		(3,550,220	)(a)
Unrealized appreciation/(depreciation)		(6,259,737	)(b)
Total accumulated earnings/(deficit)	$	(9,534,597	)(c)

(a) On December 31, 2008, the Portfolio had a net capital loss carryforward for federal income tax purposes of $1,912,559 of which $1,912,559 expires in the year 2016. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and 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, 2008, the Portfolio deferred post-October capital losses of $1,637,661 to January 1, 2009.

(b) The differences 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 partnership items, the tax treatment of passive foreign investment companies, and the realization for tax purposes of gains/losses on certain derivative instruments.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to deferred income from an underlying security.

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.

21

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 J: Plan of Liquidation and Termination

At the meeting of the Fund’s Board of Directors (“the Directors”) held on May 6, 2009, the Directors approved a Plan of Liquidation and Termination (“The Plan”) which provides for the complete liquidation of all of the assets of the Portfolio and the payment of all known obligations. The Plan also provides that following the liquidation of the Portfolio’s assets, the Portfolio will cease its business as an investment company and will not engage in any business activities except for the purpose of winding up its business and affairs, and distributing its remaining assets to shareholders in accordance with the Plan. The liquidation is expected to be consummated in the third quarter of 2009 and the liquidating distributions will be made shortly thereafter.

22

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, 2009 (unaudited)		Year Ended December 31,								July 1, 2004(a) to December 31, 2004
			2008		2007		2006		2005
Net asset value, beginning of period	$6.28		$13.06		$13.53		$11.79		$10.69		$10.00
Income From Investment Operations
Net investment income (b)(c)	.06		.15		.15		.09		.04		.01
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.20		(5.06	)	.56		1.94		1.15		.68
Contributions from Adviser	–0	–	–0	–	.00	(d)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.26		(4.91	)	.71		2.03		1.19		.69
Less: Dividends and Distributions
Dividends from net investment income	(.13	)	(.15	)	(.28	)	(.02	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(1.72	)	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(.13	)	(1.87	)	(1.18	)	(.29	)	(.09	)	–0	–
Net asset value, end of period	$6.41		$6.28		$13.06		$13.53		$11.79		$10.69
Total Return
Total investment return based on net asset value (e)	4.02	%	(43.22	)%	5.00	%	17.60	%	11.22	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$17		$8		$10		$7,688		$6,538		$5,877
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.90	%(f)	.90	%	.96	%	1.20	%(g)	1.20	%	1.20	%(f)
Expenses, before waivers and reimbursements	2.57	%(f)	2.11	%	1.82	%	1.99	%(g)	2.45	%	4.33	%(f)
Net investment income (c)	2.06	%(f)	1.62	%	1.05	%	.69	%(g)	.42	%	.25	%(f)
Portfolio turnover rate	48	%	72	%	61	%	63	%	61	%	14	%

See footnote summary on page 24.

23

WEALTH APPRECIATION STRATEGY 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, 2009 (unaudited)		Year Ended December 31,								July 1, 2004(a) to December 31, 2004
			2008		2007		2006		2005
Net asset value, beginning of period	$6.24		$13.00		$13.46		$11.74		$10.67		$10.00
Income From Investment Operations
Net investment income (b)(c)	.05		.13		.11		.06		.02		.03
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.19		(5.05	)	.57		1.93		1.13		.64
Contributions from Adviser	–0	–	–0	–	.00	(d)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.24		(4.92	)	.68		1.99		1.15		.67
Less: Dividends and Distributions
Dividends from net investment income	(.10	)	(.12	)	(.24	)	–0	–	(.04	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(1.72	)	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(.10	)	(1.84	)	(1.14	)	(.27	)	(.08	)	–0	–
Net asset value, end of period	$6.38		$6.24		$13.00		$13.46		$11.74		$10.67
Total Return
Total investment return based on net asset value (e)	3.87	%	(43.44	)%	4.84	%	17.32	%	10.93	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$18,005		$16,013		$29,220		$29,531		$25,420		$10,416
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.15	%(f)	1.15	%	1.18	%	1.45	%(g)	1.45	%	1.45	%(f)
Expenses, before waivers and reimbursements	2.82	%(f)	2.30	%	2.15	%	2.25	%(g)	2.70	%	4.78	%(f)
Net investment income (c)	1.83	%(f)	1.37	%	.79	%	.46	%(g)	.15	%	.71	%(f)
Portfolio turnover rate	48	%	72	%	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 (i) insurance company’s separate account related expense charges and (ii) 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) Annualized.

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

See notes to financial statements.

24

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

2. Management 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.

INVESTMENT 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 06/30/08 ($MIL)		Portfolio
Blend	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance	$	25.8	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 $94,000 (0.27% 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 24, 2008 and presented to the Board of Directors on August 5-7, 2008.

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.

25

WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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. It should be noted that the expense caps of the portfolio were reduced to the percentages set forth below effective February 12, 2007. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice. Set forth below are the Portfolios’ expense caps and gross expense ratios as of December 31, 2007:

Portfolio	Expense Cap Pursuant to Expense Limitations Undertaking	Gross Expense Ratio (12/31/07)	Fiscal Year End
Wealth Appreciation Strategy Portfolio	Class A    0.90% Class B    1.15%	1.82% 2.15%	December 31

I. MANAGEMENT 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 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 category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

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.

26

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Wealth Appreciation Strategy (“Wealth Appreciation Strategy”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedules of AllianceBernstein Wealth Appreciation Strategy⁵ and what would have been the effective advisory fee of the Portfolio had the fee schedule of Wealth Appreciation Strategy been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio 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	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.

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 a similar but not the same Lipper classification/objective as the Portfolio.

Portfolio	Contractual Management Fee8	Lipper Group Median	Rank
Wealth Appreciation Strategy Portfolio9	0.650	0.890	3/12

5 It should be noted that the ABMF 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 ABMF.

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. As previously noted, the Adviser waived such reimbursements during the most recently completed fiscal year. 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 The Portfolio’s EG includes the Fund, six other variable insurance products (“VIP”) Global Growth funds (“GLGE”) and five VIP Global Core funds (“GLCE”).

27

WEALTH APPRECIATION STRATEGY 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 universe of those peers that had a similar but not the same Lipper investment classification/objective.¹⁰ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹¹ 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
Wealth Appreciation Strategy Portfolio14	0.964	0.954	7/12	0.864	20/29
pro-forma15	0.900	0.954	6/12	0.864	18/29

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.

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 revenue from providing investment advisory services to the Portfolio was negative during the calendar years 2007 and 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 research 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 and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, 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 $74,017 in Rule 12b-1 fees from the Portfolio.

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

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

12 The pro-forma expense ratio shows what would have been the total expense ratio of the Portfolio had the change to the Portfolio’s expense cap been in effect for the Portfolio’s full fiscal year.

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 GLGE and GLCE funds, excluding outliers.

15 Note that the EG/EU medians are the same for the non-pro-forma EG/EU and the pro-forma EG/EU. Lipper includes the Portfolio twice (on a non-pro-forma basis and on a pro-forma basis) to calculate the EG/EU median. Lipper does not include the Portfolio twice when considering the number of funds for ranking.

28

AllianceBernstein Variable Products Series Fund

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 $182,867 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”). For the fiscal year ended December 31, 2007, the Portfolio paid ABIS a fee of $786.¹⁶

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 research expenses 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,¹⁷ 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 Deli¹⁸ 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.¹⁹ 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 assets under management (“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.

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

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

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

19 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.

29

WEALTH APPRECIATION STRATEGY 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 the AllianceBernstein Mutual Funds were generally in line with their peers.

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

With assets under management of approximately $717 billion as of June 30, 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 and 3 year net performance rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended April 30, 2008.²²

Wealth Appreciation Strategy Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	–6.00	–2.99	–3.30	6/7	20/24
3 year	10.65	13.53	13.15	5/6	17/18

Set forth below are the 1, 3 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.

	Periods Ending April 30, 2008 Annualized Performance
	1 Year (%)		3 Year (%)	Since Inception (%)24
Wealth Appreciation Strategy Portfolio	–	6.00	10.65	8.78
70% S&P Stock Index / 30% MSCI EAFE Index (Net)	–	3.75	10.64	10.21
S&P 500 Stock Index	–	4.68	8.23	7.45
MSCI EAFE Index (Net)	–	1.78	16.25	15.87
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: September 3, 2008

20 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.

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

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

24 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2008.

30

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/ Robert M. Keith
	Robert M. Keith
	President

Date: August 24, 2009

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/ Robert M. Keith
	Robert M. Keith
	President

Date: August 24, 2009

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 24, 2009