VARIABLE PRODUCTS SERIES FUND
 PROSPECTUS  |  MAY 3, 2010

 AllianceBernstein Variable Products Series Fund, Inc.
 Class A Prospectus

AllianceBernstein VPS
[graphic]Money Market Portfolio


 This Prospectus describes the Portfolio that is available as an underlying
 investment through your variable contract. For information about your variable
 contract, including information about insurance-related expenses, see the
 prospectus for your variable contract which accompanies this Prospectus.

 The Securities and Exchange Commission has not approved or disapproved these
 securities or passed upon the adequacy of this Prospectus.  Any representation
 to the contrary is a criminal offense.

     [LOGO]
       AB
ALLIANCEBERNSTEIN

INVESTMENT PRODUCTS OFFERED
.  ARE NOT FDIC INSURED
.  MAY LOSE VALUE
.  ARE NOT BANK GUARANTEED

TABLE OF CONTENTS
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                                                             Page
SUMMARY INFORMATION.........................................   4
INVESTING IN THE PORTFOLIO..................................   8
MANAGEMENT OF THE PORTFOLIO.................................  11
DIVIDENDS, DISTRIBUTIONS AND TAXES..........................  12
FINANCIAL HIGHLIGHTS........................................  13
APPENDIX A--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION. A-1

SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO
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INVESTMENT OBJECTIVE
The Portfolio's investment objective is maximum current income to the extent
consistent with safety of principal and liquidity.

FEES AND EXPENSES OF THE PORTFOLIO
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio. The operating expenses information below is designed
to assist Contractholders of variable products that invest in the Portfolio in
understanding the fees and expenses that they may pay as an investor. Because
the information does not reflect deductions at the separate account level or
contract level for any charges that may be incurred under a contract,
Contractholders that invest in the Portfolio should refer to the variable
contract prospectus for a description of fees and expenses that apply to
Contractholders. Inclusion of these charges would increase the fees and
expenses provided below.

SHAREHOLDER FEES (fees paid directly from your investment)
N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)

----------------------------------------
Management Fees                     .45%
Other Expenses                      .45%
                                    ----
Total Portfolio Operating Expenses  .90%
                                    ====
----------------------------------------

EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

----------------------
After 1 Year    $   92
After 3 Years   $  287
After 5 Years   $  498
After 10 Years  $1,108
----------------------

PRINCIPAL STRATEGIES
The Portfolio is a "money market fund" that seeks to maintain a stable net
asset value, or NAV, of $1.00 per share although there is no guarantee that the
Portfolio will maintain an NAV of $1.00 per share. The Portfolio invests in a
portfolio of high-quality, U.S. Dollar-denominated money market securities.

The Portfolio may invest in:

.  marketable obligations issued or guaranteed by the U.S. Government, its
   agencies or instrumentalities, including obligations that are issued by
   private issuers that are guaranteed as to principal or interest by the U.S.
   Government, its agencies or instrumentalities;

.  certificates of deposit and bankers' acceptances issued or guaranteed by, or
   time deposits maintained at, banks or savings and loan associations
   (including foreign branches of U.S. banks or U.S. or foreign branches of
   foreign banks) having total assets of more than $500 million;

.  high-quality commercial paper (or, if not rated, commercial paper determined
   by the Adviser to be of comparable quality) issued by U.S. or foreign
   companies and participation interests in loans made to companies that issue
   such commercial paper;

.  adjustable rate obligations;

4

.  asset-backed securities;

.  restricted securities (i.e., securities subject to legal or contractual
   restrictions on resale); and

.  repurchase agreements that are fully collateralized.

The Portfolio may also invest up to 25% of its net assets in money market
instruments issued by foreign branches of foreign banks.

As a money market fund, the Portfolio must meet the requirements of Securities
and Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict
conditions on the investment quality, maturity, and diversification of the
Portfolio's investments. Among other things, Rule 2a-7 requires that the
Portfolio's investments have (i) a remaining maturity of no more than 397 days,
(ii) a weighted average maturity that does not exceed 60 days, and (iii) a
weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily
and weekly liquidity standards that require the Portfolio to hold investments
of at least 10% and 30% of its total assets, respectively, in liquid assets
(i.e., cash, U.S. Government securities, and securities that mature in 1 or 5
days, respectively). Rule 2a-7 also limits the Portfolio's investments in
illiquid securities (those that cannot be sold within 7 days) to 5% of its
total assets. Although some of the requirements were added in recent amendments
to Rule 2a-7 and have different effective dates (June 30, 2010 for weighted
average maturity and weighted average life requirements and May 28, 2010 for
daily and weekly liquidity requirements and limit on investments in illiquid
securities), the Portfolio expects to be substantially in compliance with these
requirements prior to their effective dates.

PRINCIPAL RISKS
.  MONEY MARKET FUND RISK: Money market funds are sometimes unable to maintain
   an NAV at $1.00 per share and, as it is generally referred to, "break the
   buck." In that event, an investor in a money market fund would, upon
   redemption, receive less than $1.00 per share. The Portfolio's shareholders
   should not rely on or expect an affiliate of the Portfolio to purchase
   distressed assets from the Portfolio, make capital infusions, enter into
   credit support agreements or take other actions to prevent the Portfolio
   from breaking the buck. In addition, you should be aware that significant
   redemptions by large investors in the Portfolio could have a material
   adverse effect on the Portfolio's other shareholders. The Portfolio's NAV
   could be affected by forced selling during periods of high redemption
   pressures and/or illiquid markets.

.  INTEREST RATE RISK: Changes in interest rates will affect the yield and
   value of the Portfolio's investments in short-term securities. A decline in
   interest rates will affect the Portfolio's yield as these securities mature
   or are sold and the Portfolio purchases new short-term securities with lower
   yields. 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. In addition, if
   interest rates remain low for an extended period of time, the Portfolio may
   have difficulties in maintaining a positive yield, paying expenses out of
   the Portfolio's assets, or maintaining a stable $1.00 NAV.

.  CREDIT RISK: 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). Credit quality can change
   rapidly in certain market environments and the default of a single holding
   could have the potential to cause significant NAV deterioration.

.  FOREIGN (NON-U.S.) RISK: Investment in securities of non-U.S. issuers may
   involve more risk than those of U.S. issuers. These securities may fluctuate
   more widely in price and may be less liquid due to adverse market, economic,
   political, regulatory or other factors.

.  LIQUIDITY RISK: Liquidity risk exists when particular investments are
   difficult to purchase or sell, which may prevent the Portfolio from selling
   out of these securities at an advantageous time or price.

.  MANAGEMENT RISK: The Portfolio is subject to management risk because it is
   an actively managed investment fund. The Adviser will apply its investment
   techniques and risk analyses in making investment decisions for the
   Portfolio, but there is no guarantee that its techniques will produce the
   intended results.

An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Portfolio seeks to preserve the value of your investment at $1.00 per share, it
is possible that you may lose money by investing in the Portfolio.

BAR CHART AND PERFORMANCE INFORMATION
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

.  how the Portfolio's performance changed from year to year over ten years; and

.  the Portfolio's average annual returns for one, five and ten years.

                                                                             5

You may obtain updated performance information on the Portfolio's website at
www.AllianceBernstein.com (click on "Pricing & Performance").

The performance information does not take into account separate account
charges. If separate account charges were included, an investor's return would
be lower. The Portfolio's past performance, of course, does not necessarily
indicate how it will perform in the future.

BAR CHART

                                     [CHART]

                             Calendar Year End (%)

  00      01      02      03      04      05      06      07      08      09
------  ------  ------  ------  ------  ------  ------  ------  ------  ------
 5.90    3.57    1.10    0.53    0.71    2.35    4.22    4.35    1.90    0.17



During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 1.52%, 3RD QUARTER, 2000; AND WORST QUARTER WAS UP 0.0024%,
3RD AND 4TH QUARTER, 2009.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)

           1 YEAR 5 YEARS 10 YEARS
----------------------------------
Portfolio  0.17%   2.58%   2.46%
----------------------------------

You may obtain the most current seven-day yield information of the Portfolio by
calling 800-221-5672 or your financial intermediary.

INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

6

     .   PURCHASE AND SALE OF PORTFOLIO SHARES

The Portfolio offers its shares through the separate accounts of life insurance
companies ("Insurers"). You may only purchase and sell shares through these
separate accounts. See the prospectus of the separate account of the
participating insurance company for information on the purchase and sale of the
Portfolio's shares.

     .   TAX INFORMATION

The Portfolio may make income dividends or capital gains distribution. The
income and capital gains distribution will be made in shares of the Portfolio.
See the prospectus of the separate account of the participating insurance
company for federal income tax information.

     .   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Portfolio through an Insurer or other financial
intermediary, the Portfolio and its related companies may pay the intermediary
for the sale of Portfolio shares and related services. These payments may
create a conflict of interest by influencing the Insurer or other financial
intermediary and your salesperson to recommend the Portfolio over another
investment. Ask your salesperson or visit your financial intermediary's website
for more information.

                                                                             7

INVESTING IN THE PORTFOLIO
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HOW TO BUY AND SELL SHARES
The Portfolio offers its shares through the separate accounts of life insurance
companies (the "Insurers"). You may only purchase and sell shares through these
separate accounts. See the prospectus of the separate account of the
participating insurance company for information on the purchase and sale of the
Portfolio's shares. AllianceBernstein Investments, Inc. ("ABI") may from time
to time receive payments from Insurers in connection with the sale of the
Portfolio's shares through the Insurer's separate accounts.

The purchase or sale of the Portfolio's shares is priced at the next determined
NAV after the order is received in proper form.

The Insurers maintain omnibus account arrangements with the Fund in respect of
the Portfolio and place aggregate purchase, redemption and exchange orders for
shares of the Portfolio corresponding to orders placed by the Insurer's
customers ("Contractholders") who have purchased contracts from the Insurers,
in each case, in accordance with the terms and conditions of the relevant
contract. Omnibus account arrangements maintained by the Insurers are discussed
below under "Limitations on Ability to Detect and Curtail Excessive Trading
Practices."

ABI may refuse any order to purchase shares. The Portfolio reserves the right
to suspend the sale of its shares to the public in response to conditions in
the securities markets or for other reasons.

PAYMENTS TO FINANCIAL INTERMEDIARIES
Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolio and typically receive compensation for selling shares of the
Portfolio. This compensation is paid from various sources.

  Insurers or your financial intermediary receive compensation from ABI and/or
  the Adviser in several ways from various sources, which include some or all
  of the following:

  - defrayal of costs for educational seminars and training;
  - additional distribution support; and
  - payments related to providing Contractholder recordkeeping and/or
    administrative services.

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolio. Such payments will generally not exceed 0.35% of the average daily
net assets of the Portfolio attributable to the Insurer.

OTHER PAYMENTS FOR EDUCATIONAL SUPPORT AND DISTRIBUTION ASSISTANCE
In addition to the fees described above, ABI, at its expense, currently
provides additional payments to the Insurers that sell shares of the Portfolio.
These sums include payments to reimburse directly or indirectly the costs
incurred by the Insurers and their employees in connection with educational
seminars and training efforts about the Portfolio for the Insurers' employees
and/or their clients and potential clients. The costs and expenses associated
with these efforts may include travel, lodging, entertainment and meals.

For 2010, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios are expected to be
approximately $400,000. In 2009, ABI paid additional payments of approximately
$400,000 for the Portfolios.

  IF ONE MUTUAL FUND SPONSOR THAT OFFERS SHARES TO SEPARATE ACCOUNTS OF AN
  INSURER MAKES GREATER DISTRIBUTION ASSISTANCE PAYMENTS THAN ANOTHER, THE
  INSURER MAY HAVE AN INCENTIVE TO RECOMMEND OR OFFER THE SHARES OF FUNDS OF
  ONE FUND SPONSOR OVER ANOTHER.

  PLEASE SPEAK WITH YOUR FINANCIAL INTERMEDIARY TO LEARN MORE ABOUT THE TOTAL
  AMOUNTS PAID TO YOUR FINANCIAL INTERMEDIARY BY THE ADVISER, ABI AND BY OTHER
  MUTUAL FUND SPONSORS THAT OFFER SHARES TO INSURERS THAT MAY BE RECOMMENDED TO
  YOU. YOU SHOULD ALSO CONSULT DISCLOSURES MADE BY YOUR FINANCIAL INTERMEDIARY
  AT THE TIME OF PURCHASE.

As of the date of this Prospectus, ABI anticipates that the Insurers or their
affiliates that will receive additional payments for educational support
include:

  AXA Advisors
  AIG SunAmerica
  Genworth Financial
  Lincoln Financial Distributors
  Merrill Lynch
  Pacific Life Insurance Co.
  Prudential
  RiverSource Distributors
  SunLife Financial
  Transamerica Capital

Although the Portfolio may use brokers and dealers who sell shares of the
Portfolio to effect portfolio transactions, the Portfolio does not consider the
sale of AllianceBernstein Mutual Fund shares as a factor when selecting brokers
or dealers to effect portfolio transactions.

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES
The Fund's Board has adopted policies and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or
short-term trading that may disadvantage long-term Contractholders. These
policies are

8

described below. There is no guarantee that the Portfolio will be able to
detect excessive or short-term trading and to identify Contractholders engaged
in such practices, particularly with respect to transactions in omnibus
accounts. Contractholders should be aware that application of these policies
may have adverse consequences, as described below, and avoid frequent trading
in Portfolio shares through purchases, sales and exchanges of shares. The
Portfolio reserves the right to restrict, reject, or cancel, without any prior
notice, any purchase or exchange order for any reason, including any purchase
or exchange order accepted by any Insurer or a Contractholder's financial
intermediary.

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. Money market
funds, such as the Portfolio, generally are not effective vehicles for
short-term trading activity, and therefore the risks relating to short-term
trading activity are correspondingly lower for the Portfolio. However, the
AllianceBernstein Mutual Funds will generally try to prevent market timing by
utilizing the procedures described below. These procedures may not be
successful in identifying or stopping excessive or short-term trading in all
circumstances. By realizing profits through short-term trading, Contractholders
that engage in rapid purchases and sales or exchanges of a Portfolio's shares
dilute the value of shares held by long-term Contractholders. Volatility
resulting from excessive purchases and sales or exchanges of shares of the
Portfolio, especially involving large dollar amounts, may disrupt efficient
portfolio management. In particular, the Portfolio may have difficulty
implementing its long-term investment strategies if it is forced to maintain a
higher level of its assets in cash to accommodate significant short-term
trading activity. Excessive purchases and sales or exchanges of shares of the
Portfolio may force the Portfolio to sell portfolio securities at inopportune
times to raise cash to accommodate short-term trading activity. In addition,
the Portfolio may incur increased expenses if one or more Contractholders
engage in excessive or short-term trading. For example, the Portfolio may be
forced to liquidate investments as a result of short-term trading and incur
increased brokerage costs without attaining any investment advantage.
Similarly, the Portfolio may bear increased administrative costs due to asset
level and investment volatility that accompanies patterns of short-term trading
activity. All of these factors may adversely affect the Portfolio's performance.

Investments in foreign securities may be particularly susceptible to short-term
trading strategies. This is because foreign securities are typically traded on
markets that close well before the time a Portfolio calculates its NAV at 4:00
p.m., Eastern Time, which gives rise to the possibility that developments may
have occurred in the interim that would affect the value of these securities.
The time zone differences among international stock markets can allow a
Contractholder engaging in a short-term trading strategy to exploit differences
in share prices that are based on closing prices of foreign securities
established some time before the Portfolio calculates its own share price
(referred to as "time zone arbitrage").

Contractholders engaging in a short-term trading strategy may also target a
Portfolio that does not invest primarily in foreign securities. If the
Portfolio invests in securities that are, among other things, thinly traded,
traded infrequently, or relatively illiquid, it has the risk that the current
market price for the securities may not accurately reflect current market
values. Contractholders may seek to engage in short-term trading to take
advantage of these pricing differences (referred to as "price arbitrage").

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the
Portfolio should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolio. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. Insurers utilizing omnibus account
arrangements may not identify to the Fund, ABI or ABIS Contractholders'
transaction activity relating to shares of the Portfolio on an individual
basis. Consequently, the Fund, ABI and ABIS may not be able to detect excessive
or short-term trading in shares of the Portfolio attributable to a particular
Contractholder who effects purchase and redemption and/or exchange activity in
shares of the Portfolio through an Insurer acting in an omnibus capacity. In
seeking to prevent excessive or short-term trading in shares of the Portfolio,
including the maintenance of any transaction surveillance or account blocking
procedures, the Fund, ABI and ABIS consider the information actually available
to them at the time. The Fund reserves the right to modify this policy,
including any surveillance or account blocking procedures established from time
to time to effectuate this policy, at any time without notice.

.  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and
   AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
   procedures to detect excessive or short-term trading in Portfolio shares.
   This surveillance process involves several factors, which include
   scrutinizing individual Insurer's omnibus transaction activity in Portfolio
   shares in order to seek to ascertain whether any such activity attributable
   to one or more Contractholders might constitute excessive or short-term
   trading. Insurer's omnibus transaction activity identified by these
   surveillance procedures, or as a result of any other information actually
   available at the time, will be evaluated to determine whether such activity
   might indicate excessive or short-term trading activity attributable to one
   or more Contractholders. These surveillance procedures may be modified from
   time to time, as necessary or appropriate to improve the detection of
   excessive or short-term trading or to address specific circumstances.

.  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund,

                                                                             9

   ABI or ABIS has been informed in writing that the terms and conditions of a
   particular contract may limit the Fund's ability to apply its short-term
   trading policy to Contractholder activity as discussed below. As a result,
   any Contractholder seeking to engage through an Insurer in purchase or
   exchange activity in shares of the Portfolio under a particular contract
   will be prevented from doing so. However, sales of Portfolio shares back to
   the Portfolio or redemptions will continue to be permitted in accordance
   with the terms of the Portfolio's current Prospectus. In the event an
   account is blocked, certain account-related privileges, such as the ability
   to place purchase, sale and exchange orders over the internet or by phone,
   may also be suspended. As a result, unless the Contractholder redeems his or
   her shares, the Contractholder effectively may be "locked" into an
   investment in shares of one or more of the Portfolio that the Contractholder
   did not intend to hold on a long-term basis or that may not be appropriate
   for the Contractholder's risk profile. To rectify this situation, a
   Contractholder with a "blocked" account may be forced to redeem Portfolio
   shares, which could be costly if, for example, these shares have declined in
   value. To avoid this risk, a Contractholder should carefully monitor the
   purchases, sales, and exchanges of Portfolio shares and avoid frequent
   trading in Portfolio shares. An Insurer's omnibus account that is blocked
   will generally remain blocked unless and until the Insurer provides evidence
   or assurance acceptable to the Fund that one or more Contractholders did not
   or will not in the future engage in excessive or short-term trading.

.  APPLICATIONS OF SURVEILLANCE PROCEDURES AND RESTRICTIONS TO OMNIBUS
   ACCOUNTS. The Portfolio applies its surveillance procedures to Insurers. As
   required by Commission rules, the Portfolio has entered into agreements with
   all of its financial intermediaries that require the financial
   intermediaries to provide the Portfolio, upon the request of the Portfolio
   or its agents, with individual account level information about their
   transactions. If the Portfolio detects excessive trading through its
   monitoring of omnibus accounts, including trading at the individual account
   level, Insurers will also execute instructions from the Portfolio to take
   actions to curtail the activity, which may include applying blocks to
   account to prohibit future purchases and exchanges of Portfolio shares.

HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's NAV, which is the price at which shares of the Portfolio are
purchased and redeemed, is expected to be constant at $1.00 share, although
this value is not guaranteed. The NAV is calculated at 4:00 p.m., Eastern Time,
each day the Exchange is open for business. The Portfolio values its securities
at their amortized cost. This method involves valuing an instrument at its cost
and thereafter applying a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the investment.

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by the
Portfolio.

10

MANAGEMENT OF THE PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT ADVISER
The Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,
New York, New York 10105. The Adviser is a leading international investment
adviser managing client accounts with assets as of December 31, 2009, totaling
more than $496 billion (of which over $76 billion represented assets of
investment companies). As of December 31, 2009, the Adviser managed retirement
assets for many of the largest public and private employee benefit plans
(including 42 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 39 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, there are 35
registered investment companies managed by the Adviser, comprising 110 separate
investment portfolios, with approximately 3.5 million retail accounts.

The Adviser provides investment advisory services and order placement
facilities for the Portfolio. For these advisory services, for the fiscal year
ended December 31, 2009, the Portfolio paid the Adviser as a percentage of
average daily net assets .45%.

A discussion regarding the basis for the Board's approval of the Portfolio's
investment advisory agreement is available in the Portfolio's annual report to
shareholders for the fiscal year ended indicated above.

LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein
Mutual 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 Mutual Funds. The Hindo Complaint alleges that certain of the
Alliance 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 Mutual Fund securities, violating
Sections 11 and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of
the Securities and Exchange Act of 1934, and Sections 206 and 215 of the
Investment Advisers Act of 1940. 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, 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 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
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuance dated
September 1, 2004.

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
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 affected fund's
shares or other adverse consequences to those funds. This may require those
funds to sell investments to provide for sufficient liquidity and could also
have an adverse effect on the investment performance of the Portfolio. 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 those
funds or the Portfolio.

                                                                             11

DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

The Portfolio declares income dividends each business day at 4:00 p.m., Eastern
Time. The dividends are paid monthly via automatic investment in additional
full and fractional shares. As these additional shares are entitled to income,
a compounding of income occurs.

See the prospectus of the separate account of the participating insurance
company for federal income tax information.

12

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years. Certain information
reflects financial results for a single share of a class of the Portfolio. The
total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Portfolio (assuming reinvestment of
all dividends and distributions). The total returns in the table do not take
into account separate account charges. If separate account charges were
included, an investor's returns would have been lower. This information has
been audited by Ernst & Young LLP, the independent registered public accounting
firm for the Portfolio, whose report, along with the Portfolio's financial
statements, are included in the Portfolio's annual report, which is available
upon request.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------
                                                                                     YEAR ENDED DECEMBER 31,
                                                                           2009        2008     2007      2006       2005
---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       -------       -------  -------  -------     -------

INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                     0.00(a)(b)     .02      .04      .04         .02
                                                                       -------       -------  -------  -------     -------

LESS: DIVIDENDS
Dividends from net investment income                                      0.00(a)(b)    (.02)    (.04)    (.04)       (.02)
                                                                       -------       -------  -------  -------     -------
Net asset value, end of period                                         $  1.00       $  1.00  $  1.00  $  1.00     $  1.00
                                                                       =======       =======  =======  =======     =======
TOTAL RETURN
Total investment return based on net asset value(c)                        .17%         1.90%    4.35%    4.22%       2.35%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $25,318       $28,520  $23,610  $27,087     $30,370
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements                               .66%          .96%     .99%     .93%(d)     .93%
 Expenses, before waivers and reimbursements                               .90%          .96%     .99%     .93%(d)     .93%
 Net investment income                                                     .18%(b)      1.85%    4.28%    4.13%(d)    2.30%
---------------------------------------------------------------------------------------------------------------------------
Footnotes:

(a)Amount is less than $.01 per share.

(b)Net of expenses reimbursed by the Adviser and/or the Distributor.

(c)Total investment return is calculated assuming an initial investment made at
   the NAV at the beginning of the period, reinvestment of all dividends and
   distributions at the NAV 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 deductions 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)The ratio includes expenses attributable to costs of proxy solicitation.

                                                                             13

APPENDIX A
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION
--------------------------------------------------------------------------------

The settlement agreement between the Adviser and the New York Attorney General
requires the Portfolio to include the following supplemental hypothetical
investment information that provides additional information calculated and
presented in a manner different from expense information found under "Fees and
Expenses of the Portfolio" in this Prospectus about the effect of the
Portfolio's expenses, including investment advisory fees and other Portfolio
costs, on the Portfolio's returns over a 10-year period. Except as otherwise
indicated, the chart shows the estimated expenses that would be charged on a
hypothetical investment of $10,000 in Class A shares of the Portfolio assuming
a 5% return each year. The chart also assumes that the current annual expense
ratio stays the same throughout the 10-year period. The current annual expense
ratio for the Portfolio is the same as stated under "Fees and Expenses of the
Portfolio." There are additional fees and expenses associated with variable
products. These fees can include mortality and expense risk charges,
administrative charges, and other charges that can significantly affect
expenses. These fees and expenses are not reflected in the following expense
information. Your actual expenses may be higher or lower.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $   94.50    $10,405.50
   2             10,405.50      520.28    10,925.78      98.33     10,827.44
   3             10,827.44      541.37    11,368.82     102.32     11,266.50
   4             11,266.50      563.32    11,829.82     106.47     11,723.35
   5             11,723.35      586.17    12,309.52     110.79     12,198.73
   6             12,198.73      609.94    12,808.67     115.28     12,693.39
   7             12,693.39      634.67    13,328.06     119.95     13,208.11
   8             13,208.11      660.41    13,868.52     124.82     13,743.70
   9             13,743.70      687.18    14,430.88     129.88     14,301.01
   10            14,301.01      715.05    15,016.06     135.14     14,880.91
   --------------------------------------------------------------------------
   Cumulative                $6,018.39               $1,137.48


A-1

For more information about the Portfolio, the following documents are available
upon request:

.  ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS
The Portfolio's annual and semi-annual reports to Contractholders contain
additional information on the Portfolio's investments. In the annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Portfolio's performance during its last fiscal
year.

.  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Fund has an SAI, which contains more detailed information about the
Portfolio, including its operations and investment policies. The Fund's SAI and
the independent registered public accounting firm's report and financial
statements in the Portfolio's most recent annual report to Contractholders are
incorporated by reference into (and are legally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the
SAI, or make inquiries concerning the Portfolio, by contacting your broker or
other financial intermediary, or by contacting the Adviser:

BY MAIL:   AllianceBernstein Investor Services, Inc.
           P.O. Box 786003
           San Antonio, TX 78278-6003

BY PHONE:  For Information: (800) 221-5672
           For Literature: (800) 227-4618

Or you may view or obtain these documents from the Securities and Exchange
Commission ("Commission"):

.  Call the Commission at 1-202-551-8090 for information on the operation of
   the Public Reference Room.

.  Reports and other information about the Fund are available on the EDGAR
   Database on the Commission's Internet site at http://www.sec.gov.

.  Copies of the information may be obtained, after paying a duplicating fee,
   by electronic request at publicinfo@sec.gov, or by writing to the
   Commission's Public Reference Section, Washington DC 20549-1520.

You also may find more information about the Adviser and the Portfolio on the
Internet at: www.alliancebernstein.com.

AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.

SEC File No. 811-05398


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