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, 2011

Date of reporting period: June 30, 2011

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account  Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During  Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	1,035.20	$	3.33		0.66	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.52	$	3.31		0.66	%
Class B
Actual	$	1,000	$	1,034.10	$	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

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association	$	47,182,842		7.9	%
U.S. Treasury Bonds & Notes		38,492,577		6.5
JPMorgan Chase & Co.		9,298,439		1.6
Apple, Inc.		7,767,404		1.3
Federal Farm Credit Bank		5,704,563		1.0
Comcast Corp.		5,380,757		0.9
Dow Chemical Co. (The)		5,158,045		0.9
Google, Inc.—Class A		4,997,970		0.8
Citigroup, Inc.		4,709,913		0.8
Canadian Government Bond		4,452,448		0.7
	$	133,144,958		22.4	%

SECURITY TYPE BREAKDOWN^**

June 30, 2011 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	378,074,359		63.1	%
Corporates—Investment Grades		57,191,807		9.6
Governments—Treasuries		45,080,773		7.5
Mortgage Pass-Thru’s		35,363,156		5.9
Agencies		22,513,219		3.8
Commercial Mortgage-Backed Securities		18,307,787		3.1
Asset-Backed Securities		15,778,704		2.6
Corporates—Non-Investment Grades		6,659,320		1.1
Governments—Sovereign Agencies		2,050,504		0.3
Quasi-Sovereigns		1,322,522		0.2
Preferred Stocks		943,419		0.2
Governments—Sovereign Bonds		861,755		0.1
Local Governments—Municipal Bonds		523,801		0.1
Other***		538,643		0.1
Short-Term Investments		13,537,481		2.3
Total Investments	$	598,747,250		100.0	%

* Long-term investments.

** The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

*** “Other” represents less than 0.1% weightings in the following security types: CMOs and Emerging Markets—Corporate Bonds.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.6%
FINANCIALS–17.2%
CAPITAL MARKETS–1.0%
Blackstone Group LP		111,475	$	1,846,026
Deutsche Bank AG		7,000		413,143
Goldman Sachs Group, Inc. (The)		20,275		2,698,400
Man Group PLC		63,078		239,934
Morgan Stanley		17,500		402,675
UBS AG(a)		33,877		618,240
				6,218,418
COMMERCIAL BANKS–2.2%
Australia & New Zealand Banking Group Ltd.		9,900		234,678
Banco do Brasil SA		14,600		261,942
Bank of China Ltd.		441,100		216,469
Barclays PLC		120,000		492,282
BNP Paribas		15,221		1,173,676
Danske Bank A/S(a)		12,961		239,881
Hana Financial Group, Inc.		6,250		219,311
HSBC Holdings PLC		145,000		1,437,636
Itau Unibanco Holding SA (ADR)		21,100		496,905
KB Financial Group, Inc.		4,845		230,322
KBC Groep NV		11,500		451,249
Lloyds Banking Group PLC(a)		739,400		581,046
Mitsubishi UFJ Financial Group, Inc.		87,600		426,904
National Australia Bank Ltd.		26,400		729,892
PNC Financial Services Group, Inc.		7,100		423,231
Societe Generale SA		18,249		1,080,816
Standard Chartered PLC		35,159		923,545
Sumitomo Mitsui Financial Group, Inc.		13,300		410,101
Turkiye Is Bankasi–Class C		39,700		121,855
Turkiye Vakiflar Bankasi Tao– Class D		61,400		138,828
UniCredit SpA		234,495		496,359
Wells Fargo & Co.		81,700		2,292,502
				13,079,430
CONSUMER FINANCE–0.1%
Capital One Financial Corp.		7,700		397,859
Shriram Transport Finance Co., Ltd.		25,500		352,812
				750,671
DIVERSIFIED FINANCIAL SERVICES–2.7%
Bank of America Corp.		124,500		1,364,520
Citigroup, Inc.		80,500		3,352,020
IG Group Holdings PLC		78,452		548,850
ING Groep NV(a)		85,300		1,051,195
JPMorgan Chase & Co.		201,617		8,254,200
Moody’s Corp.		21,200		813,020
ORIX Corp.		3,580		348,233
				15,732,038

Company	Shares		U.S. $ Value
INSURANCE–1.7%
ACE Ltd.		14,000	$	921,480
Admiral Group PLC		31,589		842,404
Aegon NV(a)		79,700		543,077
AIA Group Ltd.(a)		196,400		684,942
Allianz SE		7,300		1,017,962
Allstate Corp. (The)		9,500		290,035
Aviva PLC		73,000		513,850
Berkshire Hathaway, Inc.(a)		7,600		588,164
Chubb Corp.		6,400		400,704
MetLife, Inc.		39,500		1,732,865
Muenchener Rueckversicherungs AG		3,700		564,823
Prudential PLC		32,200		371,807
Travelers Cos., Inc. (The)		25,900		1,512,042
				9,984,155
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.3%
Ascendas Real Estate Investment Trust		272,000		452,405
Ashford Hospitality Trust, Inc.		47,079		586,134
Beni Stabili SpA		485,853		490,567
Big Yellow Group PLC		115,140		568,611
BioMed Realty Trust, Inc.		35,900		690,716
Boston Properties, Inc.		12,937		1,373,392
BRE Properties, Inc.		12,750		635,970
British Land Co. PLC		135,439		1,324,196
Camden Property Trust		14,500		922,490
Chartwell Seniors Housing Real Estate Investment Trust		66,500		579,190
Colonial Properties Trust		29,700		605,880
Cominar Real Estate Investment Trust		14,303		326,561
Coresite Realty Corp.		13,961		228,960
Dexus Property Group		970,000		918,978
Digital Realty Trust, Inc.		12,200		753,716
Douglas Emmett, Inc.		37,426		744,403
Duke Realty Corp.		48,200		675,282
Dundee Real Estate Investment Trust		13,056		439,961
Entertainment Properties Trust		6,050		282,535
Equity Residential		11,800		708,000
Essex Property Trust, Inc.		5,200		703,508
Extra Space Storage, Inc.		34,400		733,752
Fonciere Des Regions		5,300		561,417
General Growth Properties, Inc.		5,473		91,344
Glimcher Realty Trust		99,500		945,250
Goodman Group		946,850		717,810
Great Portland Estates PLC		67,500		472,484
H&R Real Estate Investment Trust		13,984		313,768
Health Care REIT, Inc.		17,500		917,525
Home Properties, Inc.		7,032		428,108
InnVest Real Estate Investment Trust		87,344		614,021
Investa Office Fund		83,900		58,181
Kilroy Realty Corp.		7,596		299,966

3

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

Company	Shares		U.S. $ Value
Klepierre		21,303	$	879,571
Land Securities Group PLC		59,950		820,119
LaSalle Hotel Properties		20,100		529,434
Link REIT (The)		100,912		345,363
Mid-America Apartment Communities, Inc.		9,650		651,086
National Health Investors, Inc.		6,501		288,839
Primaris Retail Real Estate Investment Trust		14,883		324,835
ProLogis, Inc.		26,843		962,053
Public Storage		7,650		872,177
RioCan Real Estate Investment Trust (New York)(b)		1,400		37,655
RioCan Real Estate Investment Trust (Toronto)		13,434		361,323
RLJ Lodging Trust(a)		24,458		424,835
Simon Property Group, Inc.		25,265		2,936,551
SL Green Realty Corp.		1,733		143,614
Stockland		184,151		675,462
Sunstone Hotel Investors, Inc.(a)		41,046		380,496
Taubman Centers, Inc.		5,200		307,840
U-Store-It Trust		70,800		744,816
Unibail-Rodamco SE		9,509		2,197,060
Ventas, Inc.		14,000		737,940
Washington Real Estate Investment Trust		9,100		295,932
Weingarten Realty Investors		28,538		718,016
Westfield Group		154,349		1,438,615
Weyerhaeuser Co.		10,000		218,600
				37,457,313
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.1%
BR Malls Participacoes SA		60,700		694,259
Castellum AB		43,645		653,525
Cheung Kong Holdings Ltd.		38,000		558,031
China Overseas Land & Investment Ltd.		136,000		292,927
Evergrande Real Estate Group Ltd.		864,000		569,152
FirstService Corp.(a)		5,595		193,703
Forest City Enterprises, Inc.(a)		15,922		297,264
Global Logistic Properties Ltd.(a)		189,000		317,514
Great Eagle Holdings Ltd.		128,000		426,542
GSW Immobilien AG(a)		11,234		385,282
Hang Lung Group Ltd.		66,000		419,079
Hang Lung Properties Ltd.		309,000		1,274,482
Hongkong Land Holdings Ltd.		128,000		912,783
Hysan Development Co., Ltd.		112,822		561,874
Kerry Properties Ltd.		176,131		852,456
Lend Lease Group		77,367		747,161
Mitsubishi Estate Co., Ltd.		108,000		1,895,394
Mitsui Fudosan Co., Ltd.		116,100		1,999,577
Multiplan Empreendimentos Imobiliarios SA		14,287		312,169
New World Development Ltd.		496,972		754,513
Norwegian Property ASA		104,260		218,051

Company	Shares		U.S. $ Value
Soho China Ltd.		599,000	$	537,264
Sponda Oyj		80,011		465,362
Sumitomo Realty & Development Co., Ltd.		5,000		111,748
Sun Hung Kai Properties Ltd.		117,700		1,715,933
Sunac China Holdings Ltd.(a)		440,200		156,594
Swire Pacific Ltd.		32,500		479,332
UOL Group Ltd.		101,487		412,109
Wheelock & Co., Ltd.		67,000		270,363
				18,484,443
THRIFTS & MORTGAGE FINANCE–0.1%
Housing Development Finance Corp.		31,000		488,754
				102,195,222
INFORMATION TECHNOLOGY–9.0%
COMMUNICATIONS EQUIPMENT–1.5%
Alcatel-Lucent/France (Sponsored ADR)(a)		38,100		219,837
Aruba Networks, Inc.(a)		9,200		271,860
Cisco Systems, Inc.		54,600		852,306
HTC Corp.		19,000		642,413
Juniper Networks, Inc.(a)		10,500		330,750
Motorola Solutions, Inc.(a)		17,200		791,888
Qualcomm, Inc.		53,430		3,034,290
Riverbed Technology, Inc.(a)		63,800		2,525,842
				8,669,186
COMPUTERS & PERIPHERALS–2.7%
Apple, Inc.(a)		23,140		7,767,404
Dell, Inc.(a)		58,800		980,196
EMC Corp.(a)		103,514		2,851,811
Fujitsu Ltd.		65,000		371,533
Hewlett-Packard Co.		67,600		2,460,640
Logitech International SA(a)		59,189		664,374
NetApp, Inc.(a)		15,269		805,898
Toshiba Corp.		74,000		390,154
				16,292,010
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%
AU Optronics Corp.(a)		537,310		368,441
Corning, Inc.		27,900		506,385
LG Display Co., Ltd.		6,300		175,844
				1,050,670
INTERNET SOFTWARE & SERVICES–1.0%
Google, Inc.–Class A(a)		9,870		4,997,970
Kakaku.com, Inc.		27		189,860
Telecity Group PLC(a)		104,877		932,387
				6,120,217

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
IT SERVICES–0.4%
Accenture PLC		40,217	$	2,429,911
Visa, Inc.–Class A		2,000		168,532
				2,598,443
OFFICE ELECTRONICS–0.1%
Konica Minolta Holdings, Inc.		46,500		388,390
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.1%
Advanced Semiconductor Engineering, Inc.		93,000		102,545
Advanced Semiconductor Engineering, Inc. (ADR)		50,700		285,948
Applied Materials, Inc.		43,500		565,935
Broadcom Corp.–Class A(a)		67,108		2,257,513
Intel Corp.		30,800		682,528
Lam Research Corp.(a)		12,100		535,788
Marvell Technology Group Ltd.(a)		59,500		878,517
Powertech Technology, Inc.		29,000		97,620
Samsung Electronics Co., Ltd.		650		505,199
Sumco Corp.(a)		9,400		159,146
Trina Solar Ltd. (Sponsored ADR)(a)		19,000		425,980
				6,496,719
SOFTWARE–2.0%
Aveva Group PLC		10,210		281,068
Citrix Systems, Inc.(a)		37,600		3,008,000
Intuit, Inc.(a)		30,200		1,566,172
Microsoft Corp.		19,300		501,800
Oracle Corp.		123,500		4,064,385
Rovi Corp.(a)		16,038		919,940
SAP AG		18,300		1,109,497
Temenos Group AG(a)		16,545		510,288
				11,961,150
				53,576,785
CONSUMER DISCRETIONARY–8.8%
AUTO COMPONENTS–1.5%
BorgWarner, Inc.(a)		25,700		2,076,303
Bridgestone Corp.		24,900		573,709
Faurecia		5,500		235,868
GKN PLC		124,100		462,679
Johnson Controls, Inc.		65,100		2,712,066
Lear Corp.		18,400		984,032
Magna International, Inc.–Class A		10,100		546,130
NGK Spark Plug Co., Ltd.		21,000		290,167
Sumitomo Rubber Industries Ltd.		11,500		139,163
TRW Automotive Holdings Corp.(a)		11,700		690,651
				8,710,768
AUTOMOBILES–0.7%
Ford Motor Co.(a)		39,100		539,189
General Motors Co.(a)		40,400		1,226,544
Mazda Motor Corp.(a)		5,000		13,176

Company	Shares		U.S. $ Value
Nissan Motor Co., Ltd.		66,300	$	696,761
Renault SA		10,700		634,835
Toyota Motor Corp.		20,500		844,173
				3,954,678
DISTRIBUTORS–0.2%
Inchcape PLC		23,660		158,880
Li & Fung Ltd.		620,000		1,239,187
				1,398,067
HOTELS, RESTAURANTS & LEISURE–0.9%
Hyatt Hotels Corp.(a)		13,470		549,845
Intercontinental Hotels Group PLC		30,100		616,171
Kosmopolito Hotels International Ltd.(a)		457,000		103,738
Overseas Union Enterprise Ltd.		119,000		276,646
Royal Caribbean Cruises Ltd.(a)		7,900		297,356
Shangri-La Asia Ltd.		279,333		687,207
Starbucks Corp.		59,800		2,361,502
Thomas Cook Group PLC		43,000		91,892
Whitbread PLC		11,100		287,794
Wyndham Worldwide Corp.		9,700		326,405
				5,598,556
HOUSEHOLD DURABLES–0.5%
Fortune Brands, Inc.		7,000		446,390
LG Electronics, Inc.		4,730		368,802
NVR, Inc.(a)		1,200		870,576
Rossi Residencial SA		73,300		599,307
Sharp Corp.		45,000		410,671
Sony Corp.		10,800		284,961
				2,980,707
INTERNET & CATALOG RETAIL–0.5%
Amazon.com, Inc.(a)		11,475		2,346,523
Rakuten, Inc.		561		580,648
				2,927,171
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.		6,300		75,836
MEDIA–2.6%
CBS Corp.–Class B		10,100		287,749
Comcast Corp.–Class A		180,900		4,584,006
DIRECTV(a)		18,300		930,006
Gannett Co., Inc.		23,300		333,656
Informa PLC		22,900		158,952
Interpublic Group of Cos., Inc. (The)		20,500		256,250
McGraw-Hill Cos., Inc. (The)		15,400		645,414
News Corp.–Class A		177,200		3,136,440
Time Warner Cable, Inc.–Class A		14,900		1,162,796
Viacom, Inc.–Class B		25,500		1,300,500
Vivendi SA		17,335		483,177
Walt Disney Co. (The)		49,332		1,925,921
				15,204,867

5

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

Company	Shares		U.S. $ Value
MULTILINE RETAIL–0.1%
Don Quijote Co., Ltd.		10,600	$	368,627
SPECIALTY RETAIL–1.8%
Esprit Holdings Ltd.		82,800		258,709
Fast Retailing Co., Ltd.		3,100		501,357
Foot Locker, Inc.		23,200		551,232
GameStop Corp.–Class A(a)		13,400		357,378
Gap, Inc. (The)		38,100		689,610
Hennes & Mauritz AB–Class B		41,100		1,417,174
Inditex SA		14,497		1,320,876
Limited Brands, Inc.		73,300		2,818,385
Lowe’s Cos., Inc.		57,300		1,335,663
Office Depot, Inc.(a)		83,900		354,058
Ross Stores, Inc.		9,000		721,080
Yamada Denki Co., Ltd.		5,620		457,915
				10,783,437
TEXTILES, APPAREL & LUXURY GOODS–0.0%
Cie Financiere Richemont SA		3,400		222,812
Yue Yuen Industrial Holdings Ltd.		9,000		28,629
				251,441
				52,254,155
ENERGY–7.0%
ENERGY EQUIPMENT & SERVICES–2.1%
AMEC PLC		56,968		995,434
Ensco PLC (Sponsored ADR)		19,800		1,055,340
FMC Technologies, Inc.(a)		16,100		721,119
Helmerich & Payne, Inc.		10,500		694,260
McDermott International, Inc.(a)		27,300		540,813
Nabors Industries Ltd.(a)		38,000		936,320
Petrofac Ltd.		55,500		1,349,593
Saipem SpA		13,600		702,308
Schlumberger Ltd.		50,655		4,376,592
Technip SA		7,100		761,059
Transocean Ltd./Switzerland		8,200		529,392
				12,662,230
OIL, GAS & CONSUMABLE FUELS–4.9%
Afren PLC(a)		185,500		469,945
Anadarko Petroleum Corp.		12,100		928,796
BP PLC		106,600		784,895
Chevron Corp.		32,600		3,352,584
China Petroleum & Chemical Corp.–Class H		146,000		148,582
ConocoPhillips		38,400		2,887,296
Denbury Resources, Inc.(a)		6,700		134,000
Devon Energy Corp.		28,000		2,206,680
ENI SpA		20,300		481,089
EOG Resources, Inc.		18,135		1,896,014
Gazprom OAO (Sponsored ADR)(a)		36,000		523,800
Hess Corp.		20,200		1,510,152
JX Holdings, Inc.		57,500		386,747

Company	Shares		U.S. $ Value
Lukoil OAO (London) (Sponsored ADR)		5,000	$	318,750
Marathon Oil Corp.		42,300		2,228,364
Murphy Oil Corp.		2,900		190,414
Nexen, Inc. (New York)		46,200		1,039,500
Nexen, Inc. (Toronto)		26,584		599,239
Noble Energy, Inc.		36,024		3,228,831
Occidental Petroleum Corp.		17,500		1,820,700
OMV AG		6,400		279,593
Penn West Petroleum Ltd.		9,613		221,973
Petroleo Brasileiro SA (Sponsored ADR)		6,700		205,556
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		40,704		1,445,345
Southwestern Energy Co.(a)		10,000		428,800
Suncor Energy, Inc. (Toronto)		16,500		646,690
Tatneft (Sponsored ADR)		2,600		112,060
Tesoro Corp.(a)		14,900		341,359
Valero Energy Corp.		9,600		245,472
				29,063,226
				41,725,456
INDUSTRIALS–6.1%
AEROSPACE & DEFENSE–1.1%
BAE Systems PLC		103,000		526,913
General Dynamics Corp.		5,800		432,216
Goodrich Corp.		17,900		1,709,450
Northrop Grumman Corp.		31,200		2,163,720
Precision Castparts Corp.		4,100		675,065
Raytheon Co.		17,900		892,315
				6,399,679
AIR FREIGHT & LOGISTICS–0.6%
Kuehne & Nagel International AG		1,900		288,657
United Parcel Service, Inc.– Class B		42,700		3,114,111
				3,402,768
AIRLINES–0.1%
Delta Air Lines, Inc.(a)		95,600		876,652
BUILDING PRODUCTS–0.1%
Asahi Glass Co., Ltd.		40,000		468,091
Cie de St-Gobain		3,000		194,454
				662,545
COMMERCIAL SERVICES & SUPPLIES–0.2%
Aggreko PLC		18,000		557,685
Serco Group PLC		92,815		823,319
				1,381,004
CONSTRUCTION & ENGINEERING–0.2%
Bouygues SA		18,200		800,330
Larsen & Toubro Ltd.		10,900		447,881
Samsung Engineering Co., Ltd.		600		143,889
				1,392,100

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
ELECTRICAL EQUIPMENT–0.6%
Bharat Heavy Electricals Ltd.		4,900	$	225,170
Cooper Industries PLC		21,689		1,294,183
Furukawa Electric Co., Ltd.		43,000		179,529
Mitsubishi Electric Corp.		40,000		464,644
Rockwell Automation, Inc.		7,299		633,261
Sumitomo Electric Industries Ltd.		33,400		487,160
Vestas Wind Systems A/S(a)		11,505		267,076
				3,551,023
INDUSTRIAL CONGLOMERATES–1.4%
Bidvest Group Ltd.		10,256		228,443
Cookson Group PLC		17,900		193,369
Danaher Corp.		66,839		3,541,799
General Electric Co.		168,200		3,172,252
Keppel Corp. Ltd.		106,500		963,575
SembCorp Industries Ltd.		30,000		122,167
Tyco International Ltd.		2,800		138,404
				8,360,009
MACHINERY–1.1%
Fanuc Corp.		6,500		1,086,949
Flowserve Corp.		18,448		2,027,251
Ingersoll-Rand PLC		17,600		799,216
Jain Irrigation Systems Ltd.		45,986		175,828
Komatsu Ltd.		24,500		764,967
Parker Hannifin Corp.		5,300		475,622
Stanley Black & Decker, Inc.		21,100		1,520,255
				6,850,088
PROFESSIONAL SERVICES–0.4%
Capita Group PLC (The)		123,600		1,419,590
Experian PLC		38,500		490,409
Intertek Group PLC		6,648		210,688
				2,120,687
ROAD & RAIL–0.1%
DSV A/S		14,680		352,388
East Japan Railway Co.		3,400		194,721
Firstgroup PLC		3,033		16,611
Nippon Express Co., Ltd.		49,000		198,554
				762,274
TRADING COMPANIES & DISTRIBUTORS–0.1%
Mitsubishi Corp.		13,500		337,201
Mitsui & Co., Ltd.		7,000		121,031
				458,232
TRANSPORTATION INFRASTRUCTURE–0.1%
China Merchants Holdings International Co., Ltd.		80,000		310,943
				36,528,004
HEALTH CARE–5.7%
BIOTECHNOLOGY–0.9%
Amgen, Inc.(a)		16,800		980,280

Company	Shares		U.S. $ Value
Celgene Corp.(a)		38,253	$	2,307,421
Gilead Sciences, Inc.(a)		51,785		2,144,417
				5,432,118
HEALTH CARE EQUIPMENT & SUPPLIES–0.2%
Cochlear Ltd.		1,400		108,357
Covidien PLC		11,500		612,145
Kinetic Concepts, Inc.(a)		10,800		622,404
				1,342,906
HEALTH CARE PROVIDERS & SERVICES–1.4%
Aetna, Inc.		6,900		304,221
Express Scripts, Inc.–Class A(a)		52,100		2,812,358
HCA Holdings, Inc.(a)		23,365		771,045
Health Net, Inc.(a)		15,100		484,559
UnitedHealth Group, Inc.		34,700		1,789,826
WellPoint, Inc.		28,600		2,252,822
				8,414,831
PHARMACEUTICALS–3.2%
Allergan, Inc.		28,810		2,398,433
Aspen Pharmacare Holdings Ltd.(a)		17,330		215,445
AstraZeneca PLC		27,500		1,374,485
AstraZeneca PLC (Sponsored ADR)		35,500		1,777,485
Forest Laboratories, Inc.(a)		4,900		192,766
GlaxoSmithKline PLC		15,294		327,816
Johnson & Johnson		52,700		3,505,604
Merck & Co., Inc.		52,700		1,859,783
Novartis AG		15,834		970,420
Otsuka Holdings Co., Ltd.		9,100		240,792
Pfizer, Inc.		208,500		4,295,100
Roche Holding AG		4,500		753,393
Sanofi		8,278		665,887
				18,577,409
				33,767,264
MATERIALS–4.0%
CHEMICALS–2.6%
Agrium, Inc. (Toronto)		2,200		193,186
Air Water, Inc.		14,000		168,653
Clariant AG(a)		18,100		346,278
Dow Chemical Co. (The)		123,615		4,450,140
Huabao International Holdings Ltd.		124,000		112,978
Incitec Pivot Ltd.		6,901		28,741
Israel Chemicals Ltd.		95,400		1,522,404
K&S AG		22,500		1,727,737
Koninklijke DSM NV		5,851		379,709
LyondellBasell Industries NV		19,200		739,584
Mitsubishi Gas Chemical Co., Inc.		19,000		139,204
Monsanto Co.		48,458		3,515,143
Potash Corp. of Saskatchewan, Inc.		36,400		2,074,436
Ube Industries Ltd./Japan		41,000		123,436
				15,521,629

7

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

Company	Shares		U.S. $ Value
METALS & MINING–1.4%
Agnico-Eagle Mines Ltd.		3,800	$	239,894
Alcoa, Inc.		65,800		1,043,588
Centamin Egypt Ltd.(a)		46,300		93,516
Commercial Metals Co.		8,400		120,540
Hindalco Industries Ltd.		48,200		195,132
JFE Holdings, Inc.		14,900		409,774
KGHM Polska Miedz SA(a)		1,500		107,733
New Gold, Inc.(a)		7,477		77,139
Newcrest Mining Ltd.		6,400		259,326
OneSteel Ltd.		24,700		49,326
Rio Tinto Ltd.		17,400		1,557,452
Rio Tinto PLC		19,200		1,386,350
Tata Steel Ltd.		23,600		324,055
ThyssenKrupp AG		10,800		561,143
Vale SA (Sponsored ADR) (Local Preference Shares)		23,100		668,976
Vale SA (Sponsored ADR)–Class B		7,400		236,430
Xstrata PLC		35,210		775,514
				8,105,888
				23,627,517
CONSUMER STAPLES–3.4%
BEVERAGES–0.4%
Anheuser-Busch InBev NV		19,724		1,144,729
Asahi Breweries Ltd.		16,500		332,368
Constellation Brands, Inc.– Class A(a)		42,100		876,522
Dr Pepper Snapple Group, Inc.		3,100		129,983
				2,483,602
FOOD & STAPLES RETAILING–0.8%
Delhaize Group SA		4,637		347,939
Koninklijke Ahold NV		33,000		443,694
Kroger Co. (The)		58,600		1,453,280
Olam International Ltd.		632,454		1,405,949
Safeway, Inc.		6,500		151,905
Sugi Holdings Co., Ltd.		10,000		260,985
Tesco PLC		157,717		1,019,006
				5,082,758
FOOD PRODUCTS–0.7%
Bunge Ltd.		18,200		1,254,890
ConAgra Foods, Inc.		30,200		779,462
General Mills, Inc.		16,300		606,686
Smithfield Foods, Inc.(a)		14,900		325,863
Tyson Foods, Inc.–Class A		48,600		943,812
				3,910,713
HOUSEHOLD PRODUCTS–0.6%
Procter & Gamble Co. (The)		52,000		3,305,640
TOBACCO–0.9%
Altria Group, Inc.		49,600		1,309,936
British American Tobacco PLC		33,272		1,459,030
Imperial Tobacco Group PLC		25,800		858,946
Japan Tobacco, Inc.		421		1,625,090

Company	Shares		U.S. $ Value
Reynolds American, Inc.		5,700	$	211,185
				5,464,187
				20,246,900
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.2%
AT&T, Inc.		127,000		3,989,070
CenturyLink, Inc.		31,500		1,273,545
Nippon Telegraph & Telephone Corp.		15,600		752,416
Telecom Corp. of New Zealand Ltd.		62,600		126,676
Telecom Italia SpA (ordinary shares)		428,500		596,039
Telecom Italia SpA (savings shares)		148,800		173,110
Telenor ASA		18,700		306,031
				7,216,887
WIRELESS TELECOMMUNICATION SERVICES–0.4%
Sprint Nextel Corp.(a)		172,200		928,158
Vodafone Group PLC		398,653		1,057,085
				1,985,243
				9,202,130
UTILITIES–0.8%
ELECTRIC UTILITIES–0.3%
American Electric Power Co., Inc.		3,500		131,880
E.ON AG		26,826		762,513
EDP–Energias de Portugal SA		91,200		323,654
NV Energy, Inc.		45,100		692,285
Tokyo Electric Power Co., Inc. (The)		34,900		141,280
				2,051,612
GAS UTILITIES–0.1%
Gas Natural SDG SA		25,900		542,481
Tokyo Gas Co., Ltd.		12,000		54,160
				596,641
MULTI-UTILITIES–0.4%
CMS Energy Corp.		32,600		641,894
DTE Energy Co.		20,400		1,020,408
TECO Energy, Inc.		33,900		640,371
				2,302,673
				4,950,926
Total Common Stocks (cost $325,267,055)				378,074,359

8

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)			U.S. $ Value
CORPORATES– INVESTMENT GRADES–9.6%
FINANCIAL INSTITUTIONS–4.2%
BANKING–2.1%
American Express Co. 7.25%, 5/20/14		U.S.$	310	$	354,543
Bank of America Corp.
5.625%, 7/01/20			420		433,655
5.875%, 1/05/21			200		209,895
7.375%, 5/15/14			340		382,227
Series L 5.65%, 5/01/18			285		300,484
BankAmerica Capital II Series 2 8.00%, 12/15/26			94		95,645
Bear Stearns Cos. LLC (The)
5.55%, 1/22/17			290		317,167
5.70%, 11/15/14			190		209,849
Citigroup, Inc.
5.375%, 8/09/20			232		242,107
5.50%, 4/11/13			230		244,185
6.50%, 8/19/13			260		282,765
8.50%, 5/22/19			475		588,836
Compass Bank 5.50%, 4/01/20			314		306,577
Countrywide Financial Corp. 6.25%, 5/15/16			92		96,952
Goldman Sachs Group, Inc. (The)
6.00%, 6/15/20			440		473,435
7.50%, 2/15/19			335		389,787
JPMorgan Chase & Co.
4.40%, 7/22/20			830		813,124
4.625%, 5/10/21			233		231,115
M&I Marshall & Ilsley Bank
4.85%, 6/16/15			250		263,583
5.00%, 1/17/17			205		221,833
Macquarie Group Ltd. 4.875%, 8/10/17(b)			470		473,873
Merrill Lynch & Co., Inc. 6.05%, 5/16/16			245		256,856
Morgan Stanley
5.50%, 7/24/20			1,020		1,032,435
6.625%, 4/01/18			345		380,050
National Capital Trust II 5.486%, 3/23/15(b)			91		87,094
Nationwide Building Society 6.25%, 2/25/20(b)			465		483,563
North Fork Bancorporation, Inc. 5.875%, 8/15/12			100		103,740
Royal Bank of Scotland Group PLC 5.00%, 10/01/14			205		202,342

Company	Principal Amount (000)			U.S. $ Value
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21		U.S.$	510	$	522,808
Santander US Debt SA Unipersonal 2.991%, 10/07/13(b)			500		498,862
Shinhan Bank 4.125%, 10/04/16(b)			515		524,432
Societe Generale SA
2.50%, 1/15/14(b)			245		243,870
5.20%, 4/15/21(b)			250		245,514
SouthTrust Corp. 5.80%, 6/15/14			225		247,062
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(b)			230		221,026
Union Bank NA 5.95%, 5/11/16			250		273,380
Wachovia Corp. 5.50%, 5/01/13			320		344,113
					12,598,784
BROKERAGE–0.1%
Jefferies Group, Inc.
5.125%, 4/13/18			322		322,649
6.875%, 4/15/21			186		199,904
Lazard Group LLC 6.85%, 6/15/17			160		176,455
					699,008
FINANCE–0.3%
General Electric Capital Corp.
4.80%, 5/01/13			315		334,491
5.625%, 5/01/18			480		524,985
Series A 4.375%, 11/21/11			25		25,382
HSBC Finance Corp. 7.00%, 5/15/12			125		131,653
SLM Corp. Series A 5.375%, 1/15/13-5/15/14			650		671,636
					1,688,147
INSURANCE–1.4%
Aetna, Inc. 6.00%, 6/15/16			140		160,351
Aflac, Inc. 3.45%, 8/15/15			80		81,700
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16			160		183,351
Allstate Corp. (The)
6.125%, 5/15/37			235		233,238
7.45%, 5/16/19			187		222,517
Allstate Life Global Funding Trusts 5.375%, 4/30/13			155		167,044

9

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

Company	Principal Amount (000)			U.S. $ Value
American International Group, Inc. 6.40%, 12/15/20		U.S.$	300	$	322,916
AON Corp. 3.125%, 5/27/16			340		338,892
Assurant, Inc. 5.625%, 2/15/14			135		144,243
CIGNA Corp. 5.125%, 6/15/20			190		200,692
Coventry Health Care, Inc.
5.95%, 3/15/17			90		96,203
6.125%, 1/15/15			40		43,493
6.30%, 8/15/14			275		296,053
Dai-ichi Life Insurance Co., Ltd. (The) 7.25%, 7/25/21(b)			125		125,863
Genworth Financial, Inc. 6.515%, 5/22/18			550		546,856
Guardian Life Insurance Co. of America 7.375%, 9/30/39(b)			210		248,414
Hartford Financial Services Group, Inc.
4.00%, 3/30/15			95		97,931
5.50%, 3/30/20			435		448,402
Humana, Inc.
6.30%, 8/01/18			55		61,189
6.45%, 6/01/16			40		45,566
7.20%, 6/15/18			285		330,838
Lincoln National Corp. 8.75%, 7/01/19			98		123,666
Markel Corp. 7.125%, 9/30/19			230		262,665
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(b)			185		256,305
MetLife, Inc.
4.75%, 2/08/21			448		456,698
7.717%, 2/15/19			112		135,567
10.75%, 8/01/39			140		197,050
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)			335		415,632
Principal Financial Group, Inc. 7.875%, 5/15/14			495		572,702
Prudential Financial, Inc.
3.00%, 5/12/16			200		198,238
5.15%, 1/15/13			205		216,319
6.20%, 1/15/15			45		50,379
8.875%, 6/15/38			170		198,475
Series D 7.375%, 6/15/19			35		41,507
QBE Capital Funding III Ltd. 7.25%, 5/24/41(b)			290		290,978
UnitedHealth Group, Inc. 6.00%, 2/15/18			270		306,148
XL Group PLC
5.25%, 9/15/14			135		144,641
6.375%, 11/15/24			157		162,095
					8,424,817

Company	Principal Amount (000)		U.S. $ Value
OTHER FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(b)	U.S.$	173	$	175,972
ORIX Corp. 4.71%, 4/27/15		458		473,824
				649,796
REITS–0.2%
ERP Operating LP 5.25%, 9/15/14		105		115,019
HCP, Inc.
5.375%, 2/01/21		130		134,086
5.95%, 9/15/11		340		343,305
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		131		139,628
Nationwide Health Properties, Inc. 6.50%, 7/15/11		180		180,248
				912,286
				24,972,838
INDUSTRIAL–4.1%
BASIC–0.7%
Alcoa, Inc. 6.75%, 7/15/18		145		160,359
Anglo American Capital PLC 9.375%, 4/08/19(b)		350		460,408
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		290		285,537
ArcelorMittal 6.125%, 6/01/18		535		573,027
Arcelormittal USA, Inc. 6.50%, 4/15/14		105		116,437
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		203		245,722
Dow Chemical Co. (The) 8.55%, 5/15/19		549		707,905
Georgia-Pacific LLC 5.40%, 11/01/20(b)		74		75,416
International Paper Co.
5.30%, 4/01/15		219		239,503
7.50%, 8/15/21		150		175,327
7.95%, 6/15/18		190		226,232
Packaging Corp. of America 5.75%, 8/01/13		30		32,051
PPG Industries, Inc 5.75%, 3/15/13		250		268,549
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		345		402,928
Teck Resources Ltd. 6.00%, 8/15/40		30		29,435
Vale Canada Ltd. 7.75%, 5/15/12		80		84,451
				4,083,287

10

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)			U.S. $ Value
CAPITAL GOODS–0.1%
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(b)		U.S.$	40	$	42,743
Lafarge SA 6.15%, 7/15/11			172		172,232
Owens Corning 6.50%, 12/01/16			178		193,679
Republic Services, Inc. 3.80%, 5/15/18			17		17,073
5.25%, 11/15/21			165		174,335
5.50%, 9/15/19			233		253,998
					854,060
COMMUNICATIONS–MEDIA–0.8%
CBS Corp. 8.875%, 5/15/19			330		420,671
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22			180		250,405
Comcast Corp. 5.15%, 3/01/20			740		796,751
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 4.60%, 2/15/21			255		256,209
4.75%, 10/01/14			155		169,667
News America, Inc. 6.15%, 3/01/37			222		224,882
6.55%, 3/15/33			250		267,195
9.25%, 2/01/13			144		161,926
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			435		552,991
Time Warner Cable, Inc. 5.00%, 2/01/20			322		334,540
7.50%, 4/01/14			145		167,048
Time Warner Entertainment Co. LP 8.375%, 3/15/23			311		394,829
WPP Finance UK 5.875%, 6/15/14			150		164,762
8.00%, 9/15/14			350		410,564
					4,572,440
COMMUNICATIONS– TELECOMMUNICATIONS–0.5%
American Tower Corp. 5.05%, 9/01/20			380		374,289
AT&T Corp. 8.00%, 11/15/31			15		19,849
AT&T, Inc. 4.45%, 5/15/21			251		255,435
BellSouth Corp. 5.20%, 9/15/14			94		103,560
British Telecommunications PLC 5.15%, 1/15/13			720		763,355
Embarq Corp. 7.082%, 6/01/16			261		290,133
Qwest Communications International, Inc. 7.50%, 2/15/14			25		25,375

Company	Principal Amount (000)			U.S. $ Value
Qwest Corp. 7.50%, 10/01/14		U.S.$	295	$	330,769
Telecom Italia Capital SA 6.00%, 9/30/34			65		55,163
6.175%, 6/18/14			305		328,204
6.375%, 11/15/33			60		53,505
7.175%, 6/18/19			170		187,695
United States Cellular Corp. 6.70%, 12/15/33			250		248,866
Vodafone Group PLC 7.875%, 2/15/30			100		128,556
					3,164,754
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
Daimler Finance North America LLC 5.75%, 9/08/11			135		136,226
7.30%, 1/15/12			166		171,778
Harley-Davidson Funding Corp. 5.75%, 12/15/14(b)			341		372,725
					680,729
CONSUMER CYCLICAL– ENTERTAINMENT–0.2%
Time Warner, Inc. 4.70%, 1/15/21			123		124,621
7.625%, 4/15/31			345		413,923
Turner Broadcasting System, Inc. 8.375%, 7/01/13			225		255,372
Viacom, Inc. 5.625%, 9/15/19			553		613,658
					1,407,574
CONSUMER CYCLICAL– OTHER–0.1%
Marriott International, Inc. Series J 5.625%, 2/15/13			216		230,373
MDC Holdings, Inc. 5.50%, 5/15/13			140		147,332
					377,705
CONSUMER CYCLICAL– RETAILERS–0.1%
CVS Caremark Corp. 6.125%, 8/15/16			100		114,640
6.60%, 3/15/19			195		226,337
					340,977
CONSUMER NON-CYCLICAL–0.5%
Ahold Finance USA LLC 6.875%, 5/01/29			420		474,427
Altria Group, Inc. 9.70%, 11/10/18			210		275,965
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			69		74,192
5.875%, 5/15/13			180		191,788
8.50%, 6/15/19			153		186,526
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)			260		281,640

11

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

Company	Principal Amount (000)		U.S. $ Value
Delhaize Group SA 5.875%, 2/01/14	U.S.$	105	$	115,184
Diageo Capital PLC 7.375%, 1/15/14		265		304,431
Fortune Brands, Inc. 3.00%, 6/01/12		280		283,926
4.875%, 12/01/13		201		213,706
Kroger Co. (The) 6.80%, 12/15/18		79		93,908
Newell Rubbermaid, Inc. 5.50%, 4/15/13		175		187,316
Reynolds American, Inc. 7.25%, 6/01/13		150		165,832
7.625%, 6/01/16		250		299,855
Whirlpool Corp. 8.60%, 5/01/14		45		52,439
				3,201,135
ENERGY–0.5%
Anadarko Petroleum Corp. 5.95%, 9/15/16		222		249,880
6.45%, 9/15/36		109		113,736
Baker Hughes, Inc. 6.50%, 11/15/13		150		168,660
Canadian Natural Resources Ltd. 5.15%, 2/01/13		100		106,454
ConocoPhillips Holding Co. 6.95%, 4/15/29		66		80,162
Hess Corp. 7.875%, 10/01/29		80		100,448
8.125%, 2/15/19		100		126,530
Marathon Petroleum Corp. 3.50%, 3/01/16(b)		67		68,682
5.125%, 3/01/21(b)		113		116,169
Nabors Industries, Inc. 9.25%, 1/15/19		315		399,276
Noble Energy, Inc. 8.25%, 3/01/19		303		387,426
Noble Holding International Ltd. 4.90%, 8/01/20		36		37,420
Valero Energy Corp. 4.75%, 6/15/13		80		85,064
6.125%, 2/01/20		125		137,367
6.875%, 4/15/12		290		303,263
Weatherford International Ltd./Bermuda 5.15%, 3/15/13		125		132,073
9.625%, 3/01/19		285		368,061
Williams Cos., Inc. (The) 7.875%, 9/01/21		159		197,073
				3,177,744
OTHER INDUSTRIAL–0.1%
Noble Group Ltd. 6.75%, 1/29/20(b)		445		467,250
SERVICES–0.0%
Western Union Co. (The) 5.93%, 10/01/16		90		101,766

Company	Principal Amount (000)		U.S. $ Value
TECHNOLOGY–0.1%
Agilent Technologies, Inc. 5.00%, 7/15/20	U.S.$	71	$	74,527
Computer Sciences Corp. 5.50%, 3/15/13		180		191,214
Motorola Solutions, Inc. 7.50%, 5/15/25		35		40,947
Xerox Corp. 8.25%, 5/15/14		280		328,542
				635,230
TRANSPORTATION– AIRLINES–0.1%
Southwest Airlines Co. 5.25%, 10/01/14		307		332,192
5.75%, 12/15/16		155		171,195
				503,387
TRANSPORTATION– RAILROADS–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		58		67,267
CSX Corp. 5.50%, 8/01/13		35		37,964
				105,231
TRANSPORTATION– SERVICES–0.2%
Asciano Finance Ltd. 3.125%, 9/23/15(b)		470		463,733
Con-way, Inc. 6.70%, 5/01/34		300		285,978
Ryder System, Inc. 5.85%, 11/01/16		127		142,975
7.20%, 9/01/15		127		148,714
				1,041,400
				24,714,669
UTILITY–0.8%
ELECTRIC–0.5%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(b)		300		313,868
Ameren Corp. 8.875%, 5/15/14		240		278,046
Constellation Energy Group, Inc. 5.15%, 12/01/20		385		394,555
FirstEnergy Corp.
Series B 6.45%, 11/15/11		13		13,243
Series C 7.375%, 11/15/31		275		313,124
NextEra Energy Capital Holdings, Inc. 6.35%, 10/01/66		55		54,588
6.65%, 6/15/67		170		170,000
Nisource Finance Corp. 6.80%, 1/15/19		502		582,613
Pacific Gas & Electric Co. 6.05%, 3/01/34		38		40,181

12

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)	U.S.$	348	$	376,528
TECO Finance, Inc. 4.00%, 3/15/16		100		104,713
5.15%, 3/15/20		125		132,555
Union Electric Co. 6.70%, 2/01/19		45		52,841
				2,826,855
NATURAL GAS–0.3%
DCP Midstream LLC 5.35%, 3/15/20(b)		137		145,211
Energy Transfer Partners LP 6.70%, 7/01/18		127		143,119
7.50%, 7/01/38		410		464,187
EQT Corp. 8.125%, 6/01/19		234		286,243
TransCanada PipeLines Ltd. 6.35%, 5/15/67		120		120,632
Williams Partners LP 5.25%, 3/15/20		298		313,736
				1,473,128
OTHER UTILITY–0.0%
Veolia Environnement SA 6.00%, 6/01/18		210		237,013
				4,536,996
NON CORPORATE SECTORS–0.5%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.5%
AK Transneft OJSC Via TransCapitalInvest Ltd. 8.70%, 8/07/18(b)		470		574,575
Ecopetrol SA 7.625%, 7/23/19		125		149,688
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(b)		920		992,450
MDC-GMTN BV 3.75%, 4/20/16(b)		520		525,198
Petrobras International Finance Co.–Pifco 5.75%, 1/20/20		680		725,393
				2,967,304
Total Corporates–Investment Grades (cost $53,173,556)				57,191,807
GOVERNMENTS–TREASURIES–7.6%
UNITED STATES–6.5%
U.S. Treasury Bonds 4.50%, 2/15/36		2,485		2,568,094
4.625%, 2/15/40		5,380		5,609,489
5.375%, 2/15/31		2,650		3,105,882
U.S. Treasury Notes 2.125%, 2/29/16		7,735		7,918,706
2.625%, 4/30/16-11/15/20		8,915		9,044,732

Company	Principal Amount (000)		U.S. $ Value
3.625%, 2/15/20	U.S.$	9,685	$	10,245,674
				38,492,577
CANADA–0.7%
Canadian Government Bond 2.00%, 6/01/16	CAD	4,360		4,452,448
MEXICO–0.4%
Mexican Bonos Series M 10 7.25%, 12/15/16	MXN	23,935		2,135,748
Total Governments–Treasuries (cost $44,716,923)				45,080,773
MORTGAGE PASS- THRU’S–6.0%
AGENCY FIXED RATE 30-YEAR–4.3%
Federal Home Loan Mortgage Corp. Gold
Series 2005 5.50%, 1/01/35	U.S.$	1,157		1,256,105
Series 2007 5.50%, 7/01/35		119		129,210
Federal National Mortgage Association 4.00%, 1/01/41		1,673		1,675,603
4.50%, 8/01/40		1,360		1,408,961
5.50%, 1/01/35-6/01/38		3,635		3,941,626
6.00%, 8/01/37-2/01/40		4,653		5,113,953
Series 2003 5.00%, 11/01/33		354		377,456
Series 2004 5.50%, 2/01/34-11/01/34		480		521,605
6.00%, 9/01/34-11/01/34		417		462,022
Series 2005 4.50%, 8/01/35		381		397,186
Series 2006 5.00%, 2/01/36		1,280		1,364,640
6.00%, 3/01/36		168		185,648
Series 2007 4.50%, 9/01/35		311		324,865
5.00%, 11/01/35-7/01/36		383		408,142
5.50%, 1/01/37-8/01/37		1,807		1,964,019
Series 2008 5.50%, 8/01/37		841		913,296
6.00%, 3/01/37-5/01/38		3,858		4,249,405
Series 2010 6.00%, 4/01/40		822		903,773
				25,597,515
AGENCY FIXED RATE 15-YEAR–1.5%
Federal National Mortgage Association 4.50%, TBA1/01/00		7,990		8,470,648
AGENCY ARMS–0.2%
Federal Home Loan Mortgage Corp. Series 2008 4.897%, 11/01/37(c)		119		125,629
Federal National Mortgage Association 3.71%, 8/01/37(d)		533		564,825

13

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

Company	Principal Amount (000)		U.S. $ Value
Series 2006 2.205%, 3/01/36(c)	U.S.$	101	$	104,759
2.308%, 2/01/36(c)		164		171,165
5.767%, 11/01/36(d)		28		29,468
Series 2007 2.462%, 3/01/34(c)		286		299,147
				1,294,993
Total Mortgage Pass-Thru’s (cost $34,351,258)				35,363,156
AGENCIES–3.8%
AGENCY DEBENTURES–3.8%
Federal Farm Credit Bank 0.20%, 11/13/12(d)		900		900,381
0.21%, 10/12/12(d)		1,200		1,200,733
0.216%, 9/20/12(d)		1,100		1,100,856
0.246%, 6/26/13(d)		2,500		2,502,593
Federal National Mortgage Association 0.206%, 11/23/12(d)		7,745		7,745,001
0.215%, 9/17/12(d)		1,310		1,311,015
0.216%, 10/18/12(d)		500		500,000
6.25%, 5/15/29		740		898,433
6.625%, 11/15/30		2,277		2,876,181
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20		4,770		3,478,026
Total Agencies (cost $22,256,232)				22,513,219
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.1%
NON-AGENCY FIXED RATE CMBS–3.0%
Banc of America Commercial Mortgage, Inc. Series 2006-5, Class A4 5.414%, 9/10/47		355		379,377
Bear Stearns Commercial Mortgage Securities
Series 2006-PW12, Class A4 5.903%, 9/11/38		250		275,310
Series 2007-PW18, Class A4 5.70%, 6/11/50		280		304,344
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4 5.541%, 4/15/40		110		118,687
Series 2008-C7, Class A4 5.823%, 12/10/49		440		487,182
Commercial Mortgage Pass Through Certificates
Series 2006-C8, Class A4 5.306%, 12/10/46		130		139,211
Series 2007-C9, Class A4 6.008%, 12/10/49		650		713,947
Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-C1, Class A4 4.75%, 1/15/37		70		73,889

Company	Principal Amount (000)		U.S. $ Value
Series 2005-C1, Class A4 5.014%, 2/15/38	U.S.$	260	$	278,979
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3 6.014%, 6/15/38		620		681,326
Series 2006-C4, Class A3 5.467%, 9/15/39		235		253,438
Series 2006-C5, Class A3 5.311%, 12/15/39		345		369,504
Greenwich Capital Commercial Funding Corp.
Series 2005-GG3, Class A4 4.799%, 8/10/42		85		90,808
Series 2005-GG5, Class AJ 5.461%, 4/10/37		215		171,445
Series 2007-GG11, Class A4 5.736%, 12/10/49		695		745,770
Series 2007-GG9, Class A2 5.381%, 3/10/39		323		328,680
Series 2007-GG9, Class A4 5.444%, 3/10/39		410		439,805
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		80		86,531
JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2005-CB11, Class A4 5.335%, 8/12/37		170		185,078
Series 2006-CB14, Class A4 5.481%, 12/12/44		315		341,278
Series 2006-CB15, Class A4 5.814%, 6/12/43		595		652,253
Series 2006-CB16, Class A4 5.552%, 5/12/45		335		364,821
Series 2006-CB17, Class A4 5.429%, 12/12/43		350		377,717
Series 2007-CB18, Class A4 5.44%, 6/12/47		445		475,598
Series 2007-LD11, Class A4 6.005%, 6/15/49		964		1,039,709
Series 2007-LDPX, Class A3 5.42%, 1/15/49		475		509,295
LB-UBS Commercial Mortgage Trust
Series 2004-C4, Class A4 5.499%, 6/15/29		40		43,079
Series 2006-C1, Class A4 5.156%, 2/15/31		1,095		1,184,752
Series 2006-C3, Class A4 5.661%, 3/15/39		285		311,779
Series 2006-C4, Class A4 6.067%, 6/15/38		275		303,820
Series 2006-C6, Class A4 5.372%, 9/15/39		660		717,858
Series 2006-C7, Class A3 5.347%, 11/15/38		195		209,915

14

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2, Class A4 6.097%, 6/12/46	U.S.$	110	$	121,458
Series 2006-3, Class A4 5.414%, 7/12/46		480		517,187
Series 2006-4, Class AM
5.204%, 12/12/49		265		254,021
Series 2007-9, Class A4
5.70%, 9/12/49		440		473,826
Morgan Stanley Capital I
Series 2006-IQ12, Class A4 5.332%, 12/15/43		780		842,691
Series 2007-IQ13, Class A4 5.364%, 3/15/44		90		95,495
Series 2007-T27, Class A4 5.789%, 6/11/42		210		232,489
Series 2011-C2, Class A2 3.476%, 6/15/44(b)		425		426,338
Wachovia Bank Commercial Mortgage Trust
Series 2006-C27, Class A3 5.765%, 7/15/45		630		690,323
Series 2007-C31, Class A4 5.509%, 4/15/47		190		199,711
Series 2007-C32, Class A3 5.932%, 6/15/49		625		672,572
WF-RBS Commercial Mortgage Trust Series 2011-C3, Class A2 3.24%, 3/15/44(b)		428		426,211
				17,607,507
AGENCY CMBS–0.1%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A2 3.531%, 6/25/20		634		626,126
NON-AGENCY FLOATING RATE CMBS–0.0%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 2.669%, 3/06/20(b)(d)		75		74,154
Total Commercial Mortgage-Backed Securities (cost $16,785,528)				18,307,787
ASSET-BACKED SECURITIES–2.7%
AUTOS–FIXED RATE–1.5%
Ally Auto Receivables Trust
Series 2011-2, Class A2 0.67%, 10/15/13		560		560,177
Series 2011-1, Class A3 1.38%, 1/15/15		677		681,496
AmeriCredit Automobile Receivables Trust Series 2011-3, Class A2 0.84%, 11/10/14		765		764,559
BMW Vehicle Lease Trust Series 2011-1, Class A2 0.64%, 4/22/13		850		850,558

Company	Principal Amount (000)		U.S. $ Value
CarMax Auto Owner Trust Series 2011-1, Class A3 1.29%, 9/15/15	U.S.$	666	$	669,728
Ford Credit Auto Lease Trust Series 2011-A, Class A2 1.00%, 9/15/13		790		789,938
Mercedes-Benz Auto Lease Trust Series 2011-1A, Class A2 0.79%, 4/15/13(b)		1,030		1,030,976
MMCA Automobile Trust Series 2011-A, Class A2 0.75%, 10/15/13(b)		620		620,410
Porsche Financial Auto Securitization Trust Series 2011-1, Class A3 0.84%, 1/16/15(b)		480		479,312
Volkswagen Auto Loan Enhanced Trust Series 2011-1, Class A3 1.22%, 6/22/15		1,040		1,045,635
World Omni Automobile Lease Securitization Trust Series 2011-A, Class A2 0.81%, 10/15/13		990		990,323
				8,483,112
CREDIT CARDS–FLOATING RATE–0.5%
Discover Card Master Trust
Series 2009-A1, Class A1 1.487%, 12/15/14(d)		190		192,163
Series 2009-A2, Class A 1.487%, 2/17/15(d)		200		202,023
Series 2010-A1, Class A1 0.837%, 9/15/15(d)		184		185,612
GE Capital Credit Card Master Note Trust
Series 2011-1, Class A 0.737%, 1/15/17(d)		425		427,290
Series 2011-2, Class A 0.666%, 5/15/19(d)		715		715,000
MBNA Credit Card Master Note Trust Series 2006-A2, Class A2 0.247%, 6/15/15(d)		170		169,829
Penarth Master Issuer PLC Series 2010-2A, Class A2 0.936%, 12/18/14(b)(d)		1,160		1,158,639
				3,050,556
AUTOS–FLOATING RATE–0.4%
Ford Credit Floorplan Master Owner Trust Series 2009-2, Class A 1.737%, 9/15/14(d)		1,095		1,109,513
GE Dealer Floorplan Master Note Trust Series 2009-2A, Class A 1.737%, 10/20/14(b)(d)		794		803,187

15

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

Company	Principal Amount (000)		U.S. $ Value
Hyundai Floorplan Master Owner Trust Series 2009-1A, Class A 1.437%, 11/17/14(b)(d)	U.S.$	595	$	599,372
				2,512,072
OTHER ABS–FIXED RATE–0.2%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15		411		412,675
John Deere Owner Trust Series 2011-A, Class A2 0.64%, 6/16/14		615		615,296
				1,027,971
HOME EQUITY LOANS– FLOATING RATE–0.1%
Bear Stearns Asset Backed Securities Trust Series 2007-HE3, Class M1 0.636%, 4/25/37(d)(e)		100		2,318
Home Equity Asset Trust Series 2007-3, Class M1 0.536%, 8/25/37(d)(e)		72		432
HSBC Home Equity Loan Trust Series 2007-1, Class M1 0.566%, 3/20/36(d)		365		253,015
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.296%, 11/25/36(d)		160		113,029
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.546%, 3/25/37(d)(e)		125		954
Residential Asset Securities Corp. Series 2003-KS3, Class A2 0.786%, 5/25/33(d)(e)		1		964
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 0.316%, 7/25/37(d)		300		204,731
				575,443
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33		151		129,550
Total Asset-Backed Securities (cost $16,312,504)				15,778,704
CORPORATES– NON-INVESTMENT GRADES–1.1%
INDUSTRIAL–0.9%
BASIC–0.2%
Lyondell Chemical Co. 8.00%, 11/01/17(b)		161		179,113
Nalco Co. 6.625%, 1/15/19(b)		195		199,875

Company	Principal Amount (000)		U.S. $ Value
United States Steel Corp. 5.65%, 6/01/13	U.S.$	426	$	444,105
6.05%, 6/01/17		10		9,925
Westvaco Corp. 8.20%, 1/15/30		15		16,248
Weyerhaeuser Co. 7.375%, 3/15/32		110		114,469
				963,735
CAPITAL GOODS–0.2%
Building Materials Corp. of America 6.75%, 5/01/21(b)		53		53,265
Case New Holland, Inc. 7.875%, 12/01/17(b)		146		160,600
Griffon Corp. 7.125%, 4/01/18(b)		190		190,713
Hanson Australia Funding Ltd. 5.25%, 3/15/13		120		124,800
Huntington Ingalls Industries, Inc. 6.875%, 3/15/18(b)		48		49,200
7.125%, 3/15/21(b)		49		50,715
Mohawk Industries, Inc. 6.875%, 1/15/16		245		266,437
Textron Financial Corp. 5.40%, 4/28/13		53		56,168
				951,898
COMMUNICATIONS– MEDIA–0.1%
EH Holding Corp. 6.50%, 6/15/19(b)		135		137,363
RR Donnelley & Sons Co. 4.95%, 4/01/14		25		25,420
5.50%, 5/15/15		120		121,500
11.75%, 2/01/19		190		236,925
				521,208
COMMUNICATIONS– TELECOMMUNICATIONS–0.0%
eAccess Ltd. 8.25%, 4/01/18(b)		105		105,919
Windstream Corp. 7.875%, 11/01/17		120		127,350
				233,269
CONSUMER CYCLICAL– AUTOMOTIVE–0.1%
Delphi Corp. 5.875%, 5/15/19(b)		44		43,120
6.125%, 5/15/21(b)		73		72,087
Ford Motor Co. 7.45%, 7/16/31		190		215,391
Ford Motor Credit Co. LLC 5.75%, 2/01/21		205		204,748
				535,346
CONSUMER CYCLICAL– OTHER–0.0%
Toll Brothers Finance Corp. 6.875%, 11/15/12		11		11,685

16

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Wyndham Worldwide Corp. 6.00%, 12/01/16	U.S.$	70	$	74,338
				86,023
CONSUMER CYCLICAL– RETAILERS–0.1%
JC Penney Co., Inc. 5.65%, 6/01/20		385		381,150
Limited Brands, Inc. 6.625%, 4/01/21		185		189,163
6.90%, 7/15/17		25		26,781
				597,094
CONSUMER NON-CYCLICAL–0.1%
Fresenius Medical Care US Finance, Inc. 5.75%, 2/15/21(b)		205		200,900
HCA, Inc. 7.875%, 2/15/20		115		124,775
8.50%, 4/15/19		35		38,675
Universal Health Services, Inc. 7.125%, 6/30/16		320		350,152
				714,502
ENERGY–0.1%
Chesapeake Energy Corp. 6.125%, 2/15/21		203		205,537
Oil States International, Inc. 6.50%, 6/01/19(b)		143		143,715
Range Resources Corp. 5.75%, 6/01/21		155		152,288
Tesoro Corp. 6.50%, 6/01/17		185		188,700
				690,240
				5,293,315
FINANCIAL INSTITUTIONS–0.1%
BANKING–0.0%
ABN Amro Bank NV 4.31%, 3/10/16	EUR	90		105,390
LBG Capital No.1 PLC 8.00%, 6/15/20(b)	U.S.$	235		210,325
				315,715
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 5.00%, 1/14/11(f)		80		20,900
6.20%, 9/26/14(f)		33		8,786
7.875%, 11/01/09-8/15/10(f)		370		96,662
Series G 4.80%, 3/13/14(f)		42		10,973
				137,321
FINANCE–0.0%
International Lease Finance Corp. 5.65%, 6/01/14		28		28,000
INSURANCE–0.1%
ING Capital Funding Trust III Series 9 3.846%, 9/30/11(d)		200		188,875

Company	Principal Amount (000)			U.S. $ Value
XL Group PLC Series E 6.50%, 4/15/17	U.S.$		245	$	224,788
					413,663
					894,699
UTILITY–0.1%
ELECTRIC–0.1%
AES Corp. (The) 7.75%, 3/01/14-10/15/15			160		172,050
CMS Energy Corp. 8.75%, 6/15/19			165		201,406
GenOn Energy, Inc. 7.625%, 6/15/14			95		97,850
					471,306
Total Corporates–Non-Investment Grades (cost $6,486,353)					6,659,320
GOVERNMENTS– SOVEREIGN AGENCIES–0.3%
UNITED KINGDOM–0.3%
Royal Bank of Scotland PLC (The) 1.45%, 10/20/11(b)			1,338		1,342,379
2.625%, 5/11/12(b)			695		708,125
Total Governments–Sovereign Agencies (cost $2,032,817)					2,050,504
QUASI-SOVEREIGNS–0.2%
RUSSIA–0.1%
Russian Agricultural Bank OJSC Via RSHB Capital SA 7.75%, 5/29/18(b)			486		552,825
MALAYSIA–0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(b)			460		493,246
KAZAKHSTAN–0.0%
KazMunayGas National Co. 7.00%, 5/05/20(b)			251		276,451
Total Quasi-Sovereigns (cost $1,196,254)					1,322,522
		Shares
PREFERRED STOCKS–0.2%
UTILITY–0.1%
OTHER UTILITY–0.1%
DTE Energy Trust I 7.80%			20,000		536,200
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)			200		227,625

17

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

Company	Shares			U.S. $ Value
FINANCIAL INSTITUTIONS–0.0%
FINANCE–0.0%
Citigroup Capital XII 8.50%	U.S.$		7,000	$	179,594
Total Preferred Stocks (cost $907,616)					943,419
		Principal Amount (000)
GOVERNMENTS–SOVEREIGN BONDS–0.1%
HUNGARY–0.1%
Hungary Government International Bond 6.375%, 3/29/21			520		545,740
RUSSIA–0.0%
Russian Foreign Bond–Eurobond 7.50%, 3/31/30(b)			268		316,015
Total Governments–Sovereign Bonds (cost $814,197)					861,755
LOCAL GOVERNMENTS– MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
California GO 7.625%, 3/01/40 (cost $464,552)			455		523,801
CMOs–0.1%
NON-AGENCY FIXED RATE–0.1%
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1 2.708%, 2/25/36			149		105,805
Series 2007-1, Class 21A1 5.168%, 1/25/47			50		28,680
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.083%, 5/25/35			61		56,574
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.508%, 5/25/36			60		33,689

Company	Principal Amount (000)		U.S. $ Value
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36	U.S.$	43	$	42,014
				266,762
NON-AGENCY FLOATING RATE–0.0%
Countrywide Alternative Loan Trust
Series 2005-62, Class 2A1 1.278%, 12/25/35(d)		34		21,929
Series 2006-OA14, Class 3A1 1.128%, 11/25/46(d)		159		75,962
Series 2007-OA3, Class M1 0.496%, 4/25/47(d)(e)		185		1,018
				98,909
NON-AGENCY ARMS–0.0%
Citigroup Mortgage Loan Trust, Inc. Series 2006-AR1, Class 3A1 2.69%, 3/25/36(d)		87		61,222
Total CMOs (cost $828,007)				426,893
EMERGING MARKETS– CORPORATE BONDS–0.0%
INDUSTRIAL–0.0%
BASIC–0.0%
Severstal OAO Via Steel Capital SA 9.75%, 7/29/13(b) (cost $100,000)		100		111,750
SHORT-TERM INVESTMENTS–2.3%
TIME DEPOSIT–2.3%
State Street Time Deposit 0.01%, 7/01/11 (cost $13,537,481)		13,537		13,537,481
TOTAL INVESTMENTS–100.8% (cost $539,230,333)				598,747,250
Other assets less liabilities–(0.8)%				(4,471,509	)
NET ASSETS–100.0%			$	594,275,741

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		5		September 2011	$	200,203	$	206,501	$	6,298
Topix Index Futures		3		September 2011		300,045		316,564		16,519
									$	22,817

18

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Bank of America N.A.:
Swiss Franc settling 8/15/11		791	$	892,645	$	941,054	$	48,409
BNP Paribas SA:
Australian Dollar settling 8/15/11		1,180		1,241,887		1,259,067		17,180
Great British Pound settling 8/15/11		612		994,530		981,736		(12,794	)
Great British Pound settling 8/15/11		3,297		5,357,790		5,288,863		(68,927	)
New Zealand Dollar settling 9/15/11		1,256		1,024,619		1,035,580		10,961
Citibank N.A.:
Euro settling 9/15/11		407		577,084		589,016		11,932
Credit Suisse London Branch (GFX):
Euro settling 8/15/11		2,256		3,251,144		3,267,793		16,649
Euro settling 8/15/11		271		390,541		392,541		2,000
Norwegian Krone settling 8/15/11		11,560		2,117,123		2,137,201		20,078
Deutsche Bank AG London:
Norwegian Krone settling 9/15/11		9,707		1,805,449		1,790,932		(14,517	)
Swedish Krona settling 8/15/11		5,117		813,604		807,070		(6,534	)
Swedish Krona settling 8/15/11		10,020		1,596,256		1,580,387		(15,869	)
Swiss Franc settling 9/15/11		320		379,867		380,784		917
Goldman Sachs International:
Australian Dollar settling 9/15/11		1,363		1,424,539		1,448,690		24,151
Great British Pound settling 8/15/11		239		386,960		383,390		(3,570	)
Great British Pound settling 8/15/11		431		697,823		691,386		(6,437	)
HSBC Bank USA:
Euro settling 9/15/11		844		1,234,363		1,221,449		(12,914	)
Japanese Yen settling 9/15/11		114,321		1,426,089		1,420,609		(5,480	)
Royal Bank of Canada:
Norwegian Krone settling 8/15/11		2,540		458,418		469,593		11,175
Royal Bank of Scotland PLC:
New Zealand Dollar settling 9/15/11		1,041		804,068		858,311		54,243
Swedish Krona settling 9/15/11		11,102		1,796,469		1,747,870		(48,599	)
Swiss Franc settling 8/15/11		1,147		1,291,463		1,364,588		73,125
Swiss Franc settling 8/15/11		545		613,642		648,388		34,746
Societe Generale:
Euro settling 8/15/11		4,213		6,034,954		6,102,489		67,535
Japanese Yen settling 8/15/11		59,290		735,969		736,628		659
Standard Chartered Bank:
Japanese Yen settling 8/15/11		213,333		2,646,631		2,650,482		3,851
Japanese Yen settling 8/15/11		81,184		1,005,238		1,008,643		3,405
State Street Bank and Trust Co.:
Canadian Dollar settling 7/25/11		44		44,512		45,185		673
Canadian Dollar settling 8/15/11		251		253,977		259,986		6,009
Euro settling 8/15/11		151		219,009		218,722		(287	)
Mexican Peso settling 8/18/11		877		74,121		74,639		518

19

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

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
Swedish Krona settling 8/15/11		965	$	153,216	$	152,203	$	(1,013	)
Swiss Franc settling 8/15/11		261		294,340		310,512		16,172
Swiss Franc settling 9/15/11		214		242,336		254,649		12,313
UBS AG:
Japanese Yen settling 9/15/11		60,353		746,832		749,976		3,144
Westpac Banking Corp.:
Australian Dollar settling 8/15/11		1,156		1,212,725		1,233,459		20,734
Australian Dollar settling 9/15/11		1,444		1,528,229		1,534,783		6,554
Sale Contracts:
Bank of America N.A.:
Great British Pound settling 8/15/11		851		1,388,151		1,365,126		23,025
Barclays Bank PLC Wholesale:
Norwegian Krone settling 8/15/11		5,015		901,931		927,168		(25,237	)
BNP Paribas SA:
Euro settling 8/15/11		1,464		2,072,296		2,120,589		(48,293	)
Euro settling 8/15/11		1,836		2,598,864		2,659,428		(60,564	)
Great British Pound settling 8/15/11		4,122		6,739,305		6,612,281		127,024
Japanese Yen settling 8/15/11		223,706		2,688,730		2,779,357		(90,627	)
Citibank N.A.:
Canadian Dollar settling 8/15/11		1,350		1,396,518		1,398,330		(1,812	)
Canadian Dollar settling 8/15/11		1,758		1,818,576		1,820,936		(2,360	)
Swiss Franc settling 8/15/11		1,147		1,307,995		1,364,588		(56,593	)
Credit Suisse London Branch (GFX):
Canadian Dollar settling 9/15/11		980		1,005,592		1,014,303		(8,711	)
Deutsche Bank AG London:
Euro settling 9/15/11		341		492,592		493,500		(908	)
Great British Pound settling 9/15/11		257		416,199		412,110		4,089
Mexican Peso settling 8/18/11		25,772		2,163,391		2,192,714		(29,323	)
Swedish Krona settling 8/15/11		4,503		707,619		710,228		(2,609	)
Swedish Krona settling 8/15/11		3,488		547,369		550,139		(2,770	)
HSBC Bank USA:
Canadian Dollar settling 7/25/11		4,288		4,378,709		4,443,537		(64,828	)
Canadian Dollar settling 9/15/11		1,827		1,871,686		1,890,951		(19,265	)
Royal Bank of Scotland PLC:
Great British Pound settling 8/15/11		345		564,206		553,429		10,777
Great British Pound settling 9/15/11		1,951		3,204,713		3,128,507		76,206
Standard Chartered Bank:
Japanese Yen settling 8/15/11		120,894		1,499,823		1,502,005		(2,182	)
Japanese Yen settling 8/15/11		213,333		2,641,535		2,650,482		(8,947	)
State Street Bank and Trust Co.:
Canadian Dollar settling 7/25/11		56		57,558		57,853		(295	)
Canadian Dollar settling 8/15/11		94		95,899		97,365		(1,466	)
Euro settling 7/14/11		28		39,673		40,101		(428	)
Euro settling 8/15/11		135		194,463		195,546		(1,083	)
Euro settling 8/15/11		136		193,071		196,995		(3,924	)
Japanese Yen settling 8/15/11		16,187		193,063		201,110		(8,047	)
Norwegian Krone settling 8/15/11		1,017		183,654		188,022		(4,368	)
Swedish Krona settling 8/15/11		965		151,879		152,203		(324	)

20

AllianceBernstein Variable Products Series Fund

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts: (continued)
Swiss Franc settling 8/15/11		261	$	292,414	$	310,512	$	(18,098	)
UBS AG:
Euro settling 8/15/11		666		946,589		964,694		(18,105	)
Euro settling 8/15/11		792		1,125,673		1,147,204		(21,531	)
Norwegian Krone settling 8/15/11		2,540		458,254		469,593		(11,339	)
Norwegian Krone settling 8/15/11		6,545		1,180,815		1,210,033		(29,218	)

(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, 2011, the aggregate market value of these securities amounted to $21,049,574 or 3.5% of net assets.

(c) Variable rate coupon, rate shown as of June 30, 2011.

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2011.

(e) Illiquid security.

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

Currency Abbreviation:

CAD—Canadian Dollar

EUR—Euro

MXN—Mexican Peso

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

CMOs—Collateralized Mortgage Obligations

FHLMC—Federal Home Loan Mortgage Corporation

GO—General Obligation

OJSC—Open Joint Stock Company

See notes to financial statements.

21

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $539,230,333)	$	598,747,250
Cash		40,731	(a)
Foreign currencies, at value (cost $964,498)		969,867
Receivable for investment securities sold and foreign currency transactions		5,833,800
Interest and dividends receivable		2,456,201
Unrealized appreciation of forward currency exchange contracts		708,254
Receivable for capital stock sold		570,847
Receivable for variation margin on futures contracts		5,316
Total assets		609,332,266
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		13,675,393
Unrealized depreciation of forward currency exchange contracts		740,196
Advisory fee payable		266,229
Distribution fee payable		107,176
Payable for capital stock redeemed		54,454
Administrative fee payable		20,663
Transfer Agent fee payable		138
Accrued expenses		192,276
Total liabilities		15,056,525
NET ASSETS	$	594,275,741
COMPOSITION OF NET ASSETS
Capital stock, at par	$	51,538
Additional paid-in capital		561,672,112
Undistributed net investment income		2,765,715
Accumulated net realized loss on investment and foreign currency transactions		(29,739,526	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		59,525,902
	$	594,275,741

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	66,949,028		5,767,761	$	11.61
B	$	527,326,713		45,770,692	$	11.52

(a) An amount of $40,731 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2011.

See notes to financial statements.

22

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $212,660)	$	4,581,890
Interest		3,880,591
		8,462,481
EXPENSES
Advisory fee (see Note B)		1,622,526
Distribution fee—Class B		651,553
Transfer agency—Class A		376
Transfer agency—Class B		2,847
Custodian		147,773
Printing		60,157
Administrative		36,350
Audit		22,297
Legal		18,775
Directors’ fees		2,124
Miscellaneous		25,328
Total expenses		2,590,106
Net investment income		5,872,375
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		23,217,134
Futures contracts		(77,126	)
Foreign currency transactions		446,037
Net change in unrealized appreciation/depreciation of:
Investments		(9,429,047	)(a)
Futures contracts		21,661
Foreign currency denominated assets and liabilities		(273,732	)
Net gain on investment and foreign currency transactions		13,904,927
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	19,777,302

(a) Net of decrease in accrued foreign capital gains taxes of $15,335.

See notes to financial statements.

23

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,872,375		$	10,420,292
Net realized gain on investment and foreign currency transactions		23,586,045			32,200,899
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(9,681,118	)		11,393,320
Net increase in net assets from operations		19,777,302			54,014,511
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,640,050	)		(1,880,068	)
Class B		(11,281,113	)		(11,886,233	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(66,539	)		15,448,596
Total increase		6,789,600			55,696,806
NET ASSETS
Beginning of period		587,486,141			531,789,335
End of period (including undistributed net investment income of $2,765,715 and $9,814,503, respectively)	$	594,275,741		$	587,486,141

See notes to financial statements.

24

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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. The U.S. GAAP disclosure requirements establish 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

25

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

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 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, 2011:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks
Financials	$	56,036,352		$	46,158,870		$	–0	–	$	102,195,222
Information Technology		46,688,026			6,888,759			–0	–		53,576,785
Consumer Discretionary		39,380,137			12,874,018			–0	–		52,254,155
Energy		33,078,316			8,647,140			–0	–		41,725,456
Industrials		23,465,772			13,062,232			–0	–		36,528,004
Health Care		29,110,669			4,656,595			–0	–		33,767,264
Materials		13,472,034			10,155,483			–0	–		23,627,517
Consumer Staples		11,349,164			8,897,736			–0	–		20,246,900
Telecommunication Services		6,190,773			3,011,357			–0	–		9,202,130
Utilities		3,126,838			1,824,088			–0	–		4,950,926
Corporates—Investment Grades		–0	–		57,191,807			–0	–		57,191,807
Governments—Treasuries		–0	–		45,080,773			–0	–		45,080,773
Mortgage Pass-Thru’s		–0	–		35,363,156			–0	–		35,363,156
Agencies		–0	–		22,513,219			–0	–		22,513,219
Commercial Mortgage-Backed Securities		–0	–		9,803,456			8,504,331			18,307,787
Asset-Backed Securities		–0	–		14,045,740			1,732,964			15,778,704
Corporates—Non-Investment Grades		–0	–		6,659,320			–0	–		6,659,320
Governments—Sovereign Agencies		–0	–		2,050,504			–0	–		2,050,504
Quasi-Sovereigns		–0	–		1,322,522			–0	–		1,322,522
Preferred Stocks		715,794			227,625			–0	–		943,419
Governments—Sovereign Bonds		–0	–		861,755			–0	–		861,755
Local Governments—Municipal Bonds		–0	–		523,801			–0	–		523,801
CMOs		–0	–		–0	–		426,893			426,893
Emerging Markets—Corporate Bonds		–0	–		111,750			–0	–		111,750
Short-Term Investments		–0	–		13,537,481			–0	–		13,537,481
Total Investments in Securities		262,613,875			325,469,187	+		10,664,188			598,747,250
Other Financial Instruments*:
Assets:
Futures Contracts		22,817			–0	–		–0	–		22,817	#
Forward Currency Exchange Contracts		–0	–		708,254			–0	–		708,254
Liabilities:
Forward Currency Exchange Contracts		–0	–		(740,196	)		–0	–		(740,196	)
Total	$	262,636,692		$	325,437,245		$	10,664,188		$	598,738,125

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

26

AllianceBernstein Variable Products Series Fund

+ 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.

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

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

	Commercial Mortgage-Backed Securities			Asset-Backed Securities			CMOs
Balance as of 12/31/10	$	3,969,206		$	1,281,731		$	563,019
Accrued discounts/(premiums)		13,706			688			17
Realized gain (loss)		24,109			(37,225	)		(102,120	)
Change in unrealized appreciation/depreciation		40,301			233,035			100,403
Purchases		207,268			617,776			2,907
Sales		(223,543	)		(363,041	)		(137,333	)
Transfers in to Level 3		4,473,284			–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/11	$	8,504,331		$	1,732,964		$	426,893
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	61,868		$	212,198		$	(4,743	)
	Total
Balance as of 12/31/10	$	5,813,956
Accrued discounts/(premiums)		14,411
Realized gain (loss)		(115,236	)
Change in unrealized appreciation/depreciation		373,739
Purchases		827,951
Sales		(723,917	)
Transfers in to Level 3		4,473,284
Transfers out of Level 3		–0	–
Balance as of 6/30/11	$	10,664,188
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	269,323

* 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

27

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. 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 Portfolio’s policy that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .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 .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps will expire May 1, 2012 and may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2011, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,350.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $233,142, of which $0 and $53, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

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AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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, 2011 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	184,093,507	$	174,683,100
U.S. government securities		58,592,287		58,503,714

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	$	68,355,431
Gross unrealized depreciation		(8,838,514	)
Net unrealized appreciation	$	59,516,917

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 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 or for investment purposes. 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

29

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

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 exchange-traded 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.

Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2011, the Portfolio held futures contracts to equitize fractional cash.

• 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.

During the six months ended June 30, 2011, the Portfolio held foreign currency exchange contracts to hedge into base currency, as well as go long in excess of underlying equity positions purposes.

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	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	$	708,254		Unrealized depreciation of forward currency exchange contracts	$	740,196
Equity contracts	Receivable/Payable for variation margin on futures contracts		22,817	*
Total		$	731,071			$	740,196

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

30

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	418,258		$	(267,220	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(77,126	)		21,661
Total		$	341,132		$	(245,559	)

For the six months ended June 30, 2011, the average monthly principal amount of foreign currency exchange contracts was $94,815,055 and the average monthly original value of futures contracts was $777,964.

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 other 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, 2011, the Portfolio earned drop income of $10,427 which is included in interest income in the accompanying statement of operations.

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BALANCED WEALTH 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		268,192			199,409		$	3,186,007		$	2,156,296
Shares issued in reinvestment of dividends		138,870			175,872			1,640,050			1,880,068
Shares redeemed		(644,238	)		(1,227,452	)		(7,533,043	)		(13,141,950	)
Net decrease		(237,176	)		(852,171	)	$	(2,706,986	)	$	(9,105,586	)
Class B
Shares sold		3,041,608			7,217,888		$	35,415,214		$	77,439,999
Shares issued in reinvestment of dividends		962,552			1,119,231			11,281,113			11,886,233
Shares redeemed		(3,796,779	)		(6,109,372	)		(44,055,880	)		(64,772,050	)
Net increase		207,381			2,227,747		$	2,640,447		$	24,554,182

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 involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in

32

AllianceBernstein Variable Products Series Fund

connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	13,766,301	$	3,878,705
Total distributions paid	$	13,766,301	$	3,878,705

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	13,216,299
Accumulated capital and other losses		(47,258,744	)(a)
Unrealized appreciation/(depreciation)		59,759,887	(b)
Total accumulated earnings/(deficit)	$	25,717,442	(c)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $47,258,744 which expires in the year 2017. 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. During the fiscal year the Portfolio utilized capital loss carryforwards of $23,887,827.

(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, the tax treatment of passive foreign investment companies, and the tax treatment of partnerships.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to the tax treatment of interest on defaulted securities.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

33

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$11.48			$10.66			$8.63			$13.05			$12.87			$11.39
Income From Investment Operations
Net investment income (a)		.13			.23			.24			.22	(b)		.31	(b)		.25	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.28			.88			1.89			(3.97	)		.41			1.32
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(c)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.41			1.11			2.13			(3.75	)		.72			1.57
Less: Dividends and Distributions
Dividends from net investment income		(.28	)		(.29	)		(.10	)		(.39	)		(.32	)		(.09	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.28	)		(.22	)		–0	–
Total dividends and distributions		(.28	)		(.29	)		(.10	)		(.67	)		(.54	)		(.09	)
Net asset value, end of period		$11.61			$11.48			$10.66			$8.63			$13.05			$12.87
Total Return
Total investment return based on net asset value (d)		3.52	%*		10.61	%*		24.88	%*		(30.01	)%*		5.55	%		13.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$66,949			$68,914			$73,120			$67,526			$10			$11,111
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.66	%(e)		.68	%(f)		.69	%		.75	%(f)		.76	%		.99	%(f)
Expenses, before waivers/reimbursements		.66	%(e)		.68	%(f)		.69	%		.78	%(f)		.85	%		1.07	%(f)
Net investment income		2.21	%(e)		2.14	%(f)		2.66	%		3.08	%(b)(f)		2.33	%(b)		2.08	%(b)(f)
Portfolio turnover rate		40	%		101	%		85	%		93	%		77	%		203	%

See footnote summary on page 35.

34

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$11.38			$10.58			$8.58			$12.97			$12.81			$11.34
Income From Investment Operations
Net investment income (a)		.11			.20			.22			.26	(b)		.27	(b)		.22	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.28			.87			1.86			(4.02	)		.41			1.33
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(c)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.39			1.07			2.08			(3.76	)		.68			1.55
Less: Dividends and Distributions
Dividends from net investment income		(.25	)		(.27	)		(.08	)		(.35	)		(.30	)		(.08	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.28	)		(.22	)		–0	–
Total dividends and distributions		(.25	)		(.27	)		(.08	)		(.63	)		(.52	)		(.08	)
Net asset value, end of period		$11.52			$11.38			$10.58			$8.58			$12.97			$12.81
Total Return
Total investment return based on net asset value (d)		3.41	%*		10.30	%*		24.45	%*		(30.20	)%*		5.26	%		13.75	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$527,327			$518,572			$458,669			$285,962			$211,440			$124,992
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.91	%(e)		.93	%(f)		.95	%		1.00	%(f)		1.01	%		1.23	%(f)
Expenses, before waivers/reimbursements		.91	%(e)		.93	%(f)		.95	%		1.02	%(f)		1.07	%		1.31	%(f)
Net investment income		1.96	%(e)		1.89	%(f)		2.36	%		2.48	%(b)(f)		2.11	%(b)		1.84	%(b)(f)
Portfolio turnover rate		40	%		101	%		85	%		93	%		77	%		203	%

(a) Based on average shares outstanding.

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

(c) Amount is less than $.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 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.

(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 Portfolio’s performance for the six months ended June 30, 2011 and years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.02%, 0.03%, 0.06% and 0.10%, respectively.

See notes to financial statements.

35

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

1. 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 & 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 categories³ 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 06/30/10 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	507.0	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 received $82,772 (0.02% 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 July 22, 2010 and presented to the Board of Directors on August 3-5, 2010.

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 seven other categories that do not apply to any of the Portfolios listed and are not shown in the table below are Blend, Growth, Value, International, High Income, Low Risk Income and Specialty.

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

36

AllianceBernstein Variable Products Series Fund

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expense to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the Adviser on May 1^st 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, 2009:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/09)			Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A    0.75%		0.69%	5	December 31
	Class B    1.00%		0.95%

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, the Adviser is reimbursed for providing such services. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with similar investment styles as the Portfolio.⁶ 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.⁷

5 Note that the gross expense ratio, provided by the Adviser, for the Portfolio’s Class A shares differs from the gross expense ratio provided by Lipper. Lipper calculates the Portfolio’s total expense ratio based on information provided in the Portfolio’s Form NSAR filing. Lipper’s estimate of the Portfolio’s total expense ratio may differ slightly from the expense ratio provided by the Adviser.

6 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section §36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

7 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.

37

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

The Adviser also manages The AllianceBernstein Portfolios—Balanced Wealth Strategy (“Balanced Wealth Strategy”) has a substantially similar investment style as the Portfolio and its fee schedule is set forth below. Since Balanced Wealth Strategy’s advisory fee schedule was affected by the Adviser’s settlement with the NYAG, the breakpoints in its advisory fee schedule is the same as that of the Portfolio. The Adviser also manages AllianceBernstein Balanced Shares, Inc. (“Balanced Shares, Inc.), a retail mutual fund in the Balanced category, and its advisory fee schedule is also shown in the table below.⁸

Portfolio	ABMF	Fee Schedule
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
	Balanced Shares, Inc.	0.60% on first $200 million 0.50% on next $200 million 0.40% on the balance

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	Fee9
Balanced Wealth Strategy Portfolio	Global Balanced Portfolio
	Class A	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 schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Balanced Wealth Strategy Portfolio	Alliance Global Balance Neutral10	0.70%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ 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

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.

8 There was no change to the advisory fee schedule of AllianceBernstein Balanced Shares, Inc. since the retail mutual fund had already lower breakpoints than that of the NYAG related category.

9 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution-related services, unlike class I shares, whose fee is for only investment advisory services.

10 This ITM fund is privately placed or institutional.

11 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 14.

12 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.

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.

38

AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee14		Lipper Group Median (%)		Rank
Balanced Wealth Strategy Portfolio		0.550		0.543		6/10

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁵ 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 always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁶

Portfolio	Total Expense Ratio (%)17		Lipper Exp. Group Median (%)		Lipper Exp. Group Rank		Lipper Exp. Universe Median (%)		Lipper Exp. Universe Rank
Balanced Wealth Strategy Portfolio		0.697		0.707		5/10		0.711		13/27

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.

At the May 5, 2010 Board meeting, members of the Adviser’s Controller’s Office presented the Adviser’s revenue and expenses associated with providing services to the Portfolio. See discussion below in Section IV.

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 2009, relative to 2008.

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

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

15 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.

16 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2009 will not be reflective of the market rally that occurred post March 2009, in contrast to a fund with a fiscal year end of December 31, 2009.

17 Most recently completed fiscal year Class A total expense ratio. See footnote 5.

39

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

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, 2009, ABI received $896,107 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, 2009, the Adviser determined that it made payments in the amount of $530,405 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”)¹⁸. For the fiscal year ended December 31, 2009, the Portfolio paid ABIS a fee of approximately $1,250.¹⁹

The Portfolio may effect in the future 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 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, 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,²⁰ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²¹ 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.²² The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

18 It should be noted that the insurance companies, linked to the variable products, provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

19 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2009.

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

21 The Deli study, which was based on 1997 SEC reported filings, was published in 2002 by Daniel N. Deli. The results of the study with respect to fund size and family size were consistent with economies of scale being shared with shareholders, suggesting a competitive environment.

22 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.

40

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 $458 billion as of June 30, 2010, 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 net performance rankings of the Portfolio²³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁴ for the periods ended May 31, 2010.²⁵

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Balanced Wealth Strategy Portfolio
1 year		16.19		16.51		16.82		7/10		18/27
3 year		–5.24		–2.63		–2.90		8/10		24/26
5 year		2.09		3.01		2.91		7/10		16/23

Set forth below are the 1, 3 and 5 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmark for the periods ended May 31, 2010.

	Periods Ending May 31, 2010 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy Portfolio		16.19	–	5.24		2.09		2.84
60% S&P 500 Stock Index / 40% Barclays Capital U.S. Aggregate Bond Index		16.13	–	2.27		2.62		3.36
S&P 500 Stock Index		20.99	–	8.69		0.31		1.45
Barclays Capital U.S. Aggregate Bond Index		8.42		6.88		5.33		5.49
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 02, 2010

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

24 The Portfolio’s PG/PU is identical to the Portfolio’s EG/EU.

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

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

41

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Dynamic Asset Allocation Portfolio

June 30, 2011

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”) website 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 website 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.

DYNAMIC ASSET ALLOCATION 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 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 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.

	Beginning Account Value April 1, 2011+		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,007.00	$	2.10		0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.58	$	4.26		0.85	%
Class B
Actual	$	1,000	$	1,006.00	$	2.72		1.10	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.34	$	5.51		1.10	%

+ Commencement of operations.

* The “Actual” and “Hypothetical” expenses paid are based on the period from April 1, 2011 (commencement of operations) to June 30, 2011. Actual and Hypothetical expenses are equal to the classes’ annualized expense ratios, shown on the table above, multiplied by the average account value over the period, multiplied by 90/365 (to reflect the since inception period) and multiplied by 181/365 (to reflect the one-half year period).

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	3,437,203		19.2	%
Vanguard MSCI EAFE ETF		2,642,752		14.7
Vanguard MSCI Emerging Markets ETF		704,990		3.9
SPDR S&P MidCap 400 ETF Trust		212,880		1.2
iShares Russell 2000 Index Fund		149,040		0.8
Exxon Mobil Corp.		57,373		0.3
Apple, Inc.		43,973		0.2
International Business Machines Corp.		30,021		0.2
Chevron Corp.		29,824		0.2
General Electric Co.		28,102		0.2
	$	7,336,158		40.9	%

SECURITY TYPE BREAKDOWN^**

June 30, 2011 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Investment Companies	$	3,721,935		20.7	%
Governments—Treasuries		3,437,203		19.1
Common Stocks		1,696,649		9.5
Short-Term Investments		9,103,855		50.7
Total Investments	$	17,959,642		100.0	%

* Long-term investments.

** The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENT COMPANIES–20.7%
FUNDS AND INVESTMENT TRUSTS–20.7%
iShares Russell 2000 Index Fund		1,800	$	149,040
SPDR S&P 500 ETF Trust		93		12,273
SPDR S&P MidCap 400 ETF Trust		1,200		212,880
Vanguard MSCI EAFE ETF		69,400		2,642,752
Vanguard MSCI Emerging Markets ETF		14,500		704,990
Total Investment Companies (cost $3,653,848)				3,721,935
	Principal Amount (000)
GOVERNMENTS– TREASURIES–19.2%
UNITED STATES–19.2%
U.S. Treasury Bonds 3.50%, 2/15/39	$	122		104,767
4.375%, 11/15/39–5/15/40		133		132,997
4.75%, 2/15/37		61		65,260
5.375%, 2/15/31		40		46,881
6.00%, 2/15/26		49		60,990
6.25%, 8/15/23		124		157,306
7.25%, 5/15/16		48		60,600
7.50%, 11/15/16		92		118,687
8.00%, 11/15/21		123		175,140
U.S. Treasury Notes 0.375%, 8/31/12–9/30/12		160		160,193
0.50%, 10/15/13		153		152,761
0.625%, 1/31/13		60		60,237
0.75%, 3/31/13–8/15/13		450		452,424
1.00%, 1/15/14		60		60,530
1.125%, 12/15/12–6/15/13		179		181,216
1.25%, 3/15/14		95		96,380
1.375%, 11/30/15		62		61,695
1.75%, 7/31/15		60		61,017
2.25%, 11/30/17		124		123,642
2.375%, 10/31/14–7/31/17		199		203,158
2.50%, 3/31/15		58		60,845
2.75%, 5/31/17–2/15/19		285		290,413
3.00%, 2/28/17		59		62,079
3.125%, 10/31/16		237		251,924
3.25%, 7/31/16		57		61,119
4.00%, 11/15/12		57		59,863
4.375%, 8/15/12		110		115,079
Total Governments–Treasuries (cost $3,406,878)				3,437,203

Company	Shares		U.S. $ Value
COMMON STOCKS–9.4%
INFORMATION TECHNOLOGY–1.7%
COMMUNICATIONS EQUIPMENT–0.2%
Cisco Systems, Inc.		770	$	12,020
F5 Networks, Inc.(a)		10		1,102
Harris Corp.		15		676
JDS Uniphase Corp.(a)		30		500
Juniper Networks, Inc.(a)		80		2,520
Motorola Mobility Holdings, Inc.(a)		35		771
Motorola Solutions, Inc.(a)		45		2,072
Qualcomm, Inc.		230		13,062
Tellabs, Inc.		45		207
				32,930
COMPUTERS & PERIPHERALS–0.4%
Apple, Inc.(a)		131		43,973
Dell, Inc.(a)		235		3,917
EMC Corp.(a)		285		7,852
Hewlett-Packard Co.		310		11,284
Lexmark International, Inc.– Class A(a)		10		293
NetApp, Inc.(a)		50		2,639
SanDisk Corp.(a)		30		1,245
Western Digital Corp.(a)		30		1,091
				72,294
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.0%
Amphenol Corp.–Class A		25		1,350
Corning, Inc.		215		3,902
FLIR Systems, Inc.		20		674
Jabil Circuit, Inc.		25		505
Molex, Inc.		15		387
				6,818
INTERNET SOFTWARE & SERVICES–0.2%
Akamai Technologies, Inc.(a)		25		787
eBay, Inc.(a)		160		5,163
Google, Inc.–Class A(a)		35		17,723
Monster Worldwide, Inc.(a)		15		220
VeriSign, Inc.		20		669
Yahoo!, Inc.(a)		175		2,632
				27,194
IT SERVICES–0.3%
Automatic Data Processing, Inc.		75		3,951
Cognizant Technology Solutions Corp.–Class A(a)		50		3,667
Computer Sciences Corp.		20		759
Fidelity National Information Services, Inc.		35		1,078
Fiserv, Inc.(a)		20		1,252
International Business Machines Corp.		175		30,021

3

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Mastercard, Inc.–Class A		15	$	4,520
Paychex, Inc.		40		1,229
SAIC, Inc.(a)		35		589
Teradata Corp.(a)		20		1,204
Total System Services, Inc.		20		372
Visa, Inc.–Class A		75		6,320
Western Union Co. (The)–Class W		85		1,702
				56,664
OFFICE ELECTRONICS–0.0%
Xerox Corp.		195		2,030
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.2%
Advanced Micro Devices, Inc.(a)		75		524
Altera Corp.		50		2,317
Analog Devices, Inc.		40		1,566
Applied Materials, Inc.		185		2,407
Broadcom Corp.–Class A(a)		70		2,355
Intel Corp.		765		16,952
KLA-Tencor Corp.		20		810
Linear Technology Corp.		30		991
LSI Corp.(a)		80		570
MEMC Electronic Materials, Inc.(a)		30		256
Microchip Technology, Inc.		25		948
Micron Technology, Inc.(a)		120		898
National Semiconductor Corp.		30		738
Novellus Systems, Inc.(a)		10		361
NVIDIA Corp.(a)		75		1,195
Teradyne, Inc.(a)		20		296
Texas Instruments, Inc.		165		5,417
Xilinx, Inc.		35		1,276
				39,877
SOFTWARE–0.4%
Adobe Systems, Inc.(a)		75		2,359
Autodesk, Inc.(a)		30		1,158
BMC Software, Inc.(a)		25		1,367
CA, Inc.		50		1,142
Citrix Systems, Inc.(a)		25		2,000
Compuware Corp.(a)		25		244
Electronic Arts, Inc.(a)		40		944
Intuit, Inc.(a)		35		1,815
Microsoft Corp.		1,040		27,040
Oracle Corp.		550		18,100
Red Hat, Inc.(a)		25		1,148
Salesforce.com, Inc.(a)		21		3,129
Symantec Corp.(a)		100		1,972
				62,418
				300,225
FINANCIALS–1.4%
CAPITAL MARKETS–0.2%
Ameriprise Financial, Inc.		35		2,019
Bank of New York Mellon Corp. (The)		175		4,483
BlackRock, Inc.–Class A		17		3,261

Company	Shares		U.S. $ Value
Charles Schwab Corp. (The)		140	$	2,303
E*Trade Financial Corp.(a)		30		414
Federated Investors, Inc.–Class B		10		238
Franklin Resources, Inc.		20		2,626
Goldman Sachs Group, Inc. (The)		78		10,381
Invesco Ltd.		60		1,404
Janus Capital Group, Inc.		20		189
Legg Mason, Inc.		20		655
Morgan Stanley		215		4,947
Northern Trust Corp.		30		1,379
State Street Corp.		75		3,382
T Rowe Price Group, Inc.		35		2,112
				39,793
COMMERCIAL BANKS–0.2%
BB&T Corp.		90		2,416
Comerica, Inc.		20		691
Fifth Third Bancorp		120		1,530
First Horizon National Corp.		35		334
Huntington Bancshares, Inc.		115		754
KeyCorp		125		1,041
M&T Bank Corp.		25		2,199
Marshall & Ilsley Corp.		70		558
PNC Financial Services Group, Inc.		80		4,769
Regions Financial Corp.		175		1,085
SunTrust Banks, Inc.		70		1,806
US Bancorp		265		6,760
Wells Fargo & Co.		735		20,624
Zions Bancorporation		20		480
				45,047
CONSUMER FINANCE–0.1%
American Express Co.		150		7,755
Capital One Financial Corp.		70		3,617
Discover Financial Services		70		1,872
SLM Corp.		70		1,177
				14,421
DIVERSIFIED FINANCIAL SERVICES–0.4%
Bank of America Corp.		1,425		15,618
Citigroup, Inc.		408		16,989
CME Group, Inc.–Class A		10		2,916
IntercontinentalExchange, Inc.(a)		10		1,247
JPMorgan Chase & Co.		565		23,131
Leucadia National Corp.		25		853
Moody’s Corp.		25		959
NASDAQ OMX Group, Inc. (The)(a)		20		506
NYSE Euronext		35		1,199
				63,418
INSURANCE–0.3%
ACE Ltd.		45		2,962
Aflac, Inc.		65		3,034
Allstate Corp. (The)		70		2,137
American International Group, Inc.(a)		62		1,818
AON Corp.		45		2,309

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Assurant, Inc.		10	$	363
Berkshire Hathaway, Inc.(a)		245		18,961
Chubb Corp.		40		2,504
Cincinnati Financial Corp.		20		584
Genworth Financial, Inc.– Class A(a)		65		668
Hartford Financial Services Group, Inc.		65		1,714
Lincoln National Corp.		40		1,140
Loews Corp.		40		1,684
Marsh & McLennan Cos., Inc.		70		2,183
MetLife, Inc.		150		6,580
Principal Financial Group, Inc.		40		1,217
Progressive Corp. (The)		85		1,817
Prudential Financial, Inc.		75		4,769
Torchmark Corp.		10		641
Travelers Cos., Inc. (The)		60		3,503
Unum Group		40		1,019
XL Group PLC		40		879
				62,486
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.2%
Apartment Investment & Management Co.–Class A		15		383
AvalonBay Communities, Inc.		15		1,926
Boston Properties, Inc.		20		2,123
Equity Residential		40		2,400
HCP, Inc.		60		2,201
Health Care REIT, Inc.		25		1,311
Host Hotels & Resorts, Inc.		90		1,526
Kimco Realty Corp.		50		932
Plum Creek Timber Co., Inc.		20		811
ProLogis, Inc.		60		2,150
Public Storage		20		2,280
Simon Property Group, Inc.		46		5,347
Ventas, Inc.		20		1,054
Vornado Realty Trust		25		2,330
Weyerhaeuser Co.		70		1,530
				28,304
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
CB Richard Ellis Group, Inc.– Class A(a)		35		879
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		70		573
People’s United Financial, Inc.		45		605
				1,178
				255,526
ENERGY–1.2%
ENERGY EQUIPMENT & SERVICES–0.2%
Baker Hughes, Inc.		60		4,353
Cameron International Corp.(a)		40		2,012
Diamond Offshore Drilling, Inc.		10		704

Company	Shares		U.S. $ Value
FMC Technologies, Inc.(a)		30	$	1,344
Halliburton Co.		130		6,630
Helmerich & Payne, Inc.		15		992
Nabors Industries Ltd.(a)		35		862
National Oilwell Varco, Inc.		65		5,084
Noble Corp.		35		1,379
Rowan Cos., Inc.(a)		15		582
Schlumberger Ltd.		195		16,848
				40,790
OIL, GAS & CONSUMABLE FUELS–1.0%
Alpha Natural Resources, Inc.(a)		32		1,454
Anadarko Petroleum Corp.		75		5,757
Apache Corp.		55		6,786
Cabot Oil & Gas Corp.		15		995
Chesapeake Energy Corp.		95		2,820
Chevron Corp.		290		29,824
ConocoPhillips		200		15,038
Consol Energy, Inc.		30		1,454
Denbury Resources, Inc.(a)		50		1,000
Devon Energy Corp.		60		4,729
El Paso Corp.		100		2,020
EOG Resources, Inc.		45		4,705
EQT Corp.		20		1,050
Exxon Mobil Corp.		705		57,373
Hess Corp.		40		2,990
Marathon Oil Corp.		105		5,531
Murphy Oil Corp.		25		1,641
Newfield Exploration Co.(a)		20		1,360
Noble Energy, Inc.		25		2,241
Occidental Petroleum Corp.		120		12,485
Peabody Energy Corp.		35		2,062
Pioneer Natural Resources Co.		15		1,344
QEP Resources, Inc.		25		1,046
Range Resources Corp.		20		1,110
Southwestern Energy Co.(a)		45		1,930
Spectra Energy Corp.		85		2,330
Sunoco, Inc.		15		626
Tesoro Corp.(a)		15		344
Valero Energy Corp.		75		1,918
Williams Cos., Inc. (The)		85		2,571
				176,534
				217,324
HEALTH CARE–1.1%
BIOTECHNOLOGY–0.1%
Amgen, Inc.(a)		135		7,877
Biogen Idec, Inc.(a)		35		3,742
Celgene Corp.(a)		70		4,223
Cephalon, Inc.(a)		10		799
Gilead Sciences, Inc.(a)		115		4,762
				21,403
HEALTH CARE EQUIPMENT & SUPPLIES–0.2%
Baxter International, Inc.		80		4,775
Becton Dickinson and Co.		30		2,585
Boston Scientific Corp.(a)		210		1,451

5

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CareFusion Corp.(a)		30	$	815
Covidien PLC		75		3,992
CR Bard, Inc.		15		1,648
DENTSPLY International, Inc.		20		762
Edwards Lifesciences Corp.(a)		15		1,308
Intuitive Surgical, Inc.(a)		5		1,861
Medtronic, Inc.		150		5,779
St Jude Medical, Inc.		45		2,146
Stryker Corp.		45		2,641
Varian Medical Systems, Inc.(a)		15		1,050
Zimmer Holdings, Inc.(a)		25		1,580
				32,393
HEALTH CARE PROVIDERS & SERVICES–0.2%
Aetna, Inc.		50		2,204
AmerisourceBergen Corp.–Class A		35		1,449
Cardinal Health, Inc.		45		2,044
CIGNA Corp.		35		1,800
Coventry Health Care, Inc.(a)		20		729
DaVita, Inc.(a)		15		1,299
Express Scripts, Inc.–Class A(a)		80		4,318
Humana, Inc.		25		2,014
Laboratory Corp. of America Holdings(a)		15		1,452
McKesson Corp.		35		2,928
Medco Health Solutions, Inc.(a)		55		3,109
Patterson Cos., Inc.		10		329
Quest Diagnostics, Inc.		20		1,182
Tenet Healthcare Corp.(a)		65		406
UnitedHealth Group, Inc.		155		7,995
WellPoint, Inc.		60		4,726
				37,984
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(a)		20		1,222
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.(a)		45		2,300
Life Technologies Corp.(a)		25		1,302
PerkinElmer, Inc.		15		404
Thermo Fisher Scientific, Inc.(a)		55		3,541
Waters Corp.(a)		15		1,436
				8,983
PHARMACEUTICALS–0.5%
Abbott Laboratories		215		11,313
Allergan, Inc.		50		4,162
Bristol-Myers Squibb Co.		235		6,806
Eli Lilly & Co.		145		5,442
Forest Laboratories, Inc.(a)		35		1,377
Hospira, Inc.(a)		20		1,133
Johnson & Johnson		385		25,610
Merck & Co., Inc.		430		15,175
Mylan, Inc.(a)		55		1,357
Pfizer, Inc.		1,120		23,072

Company	Shares		U.S. $ Value
Watson Pharmaceuticals, Inc.(a)		15	$	1,031
				96,478
				198,463
INDUSTRIALS–1.1%
AEROSPACE & DEFENSE–0.3%
Boeing Co. (The)		110		8,132
General Dynamics Corp.		50		3,726
Goodrich Corp.		20		1,910
Honeywell International, Inc.		115		6,853
ITT Corp.		25		1,473
L-3 Communications Holdings, Inc.		15		1,312
Lockheed Martin Corp.		40		3,239
Northrop Grumman Corp.		40		2,774
Precision Castparts Corp.		20		3,293
Raytheon Co.		50		2,492
Rockwell Collins, Inc.		20		1,234
Textron, Inc.		35		826
United Technologies Corp.		135		11,949
				49,213
AIR FREIGHT & LOGISTICS–0.1%
C.H. Robinson Worldwide, Inc.		25		1,971
Expeditors International of Washington, Inc.		30		1,536
FedEx Corp.		45		4,268
United Parcel Service, Inc.–Class B		145		10,575
				18,350
AIRLINES–0.0%
Southwest Airlines Co.		105		1,199
BUILDING PRODUCTS–0.0%
Masco Corp.		45		541
COMMERCIAL SERVICES & SUPPLIES–0.0%
Avery Dennison Corp.		15		580
Cintas Corp.		15		495
Iron Mountain, Inc.		25		852
Pitney Bowes, Inc.		25		575
Republic Services, Inc.–Class A		40		1,234
RR Donnelley & Sons Co.		25		490
Stericycle, Inc.(a)		10		891
Waste Management, Inc.		65		2,423
				7,540
CONSTRUCTION & ENGINEERING–0.0%
Fluor Corp.		25		1,616
Jacobs Engineering Group, Inc.(a)		15		649
Quanta Services, Inc.(a)		25		505
				2,770
ELECTRICAL EQUIPMENT–0.1%
Emerson Electric Co.		110		6,187
First Solar, Inc.(a)		10		1,323

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Rockwell Automation, Inc.		20	$	1,735
Roper Industries, Inc.		15		1,250
				10,495
INDUSTRIAL CONGLOMERATES–0.3%
3M Co.		105		9,959
Danaher Corp.		80		4,239
General Electric Co.		1,490		28,102
Tyco International Ltd.		65		3,213
				45,513
MACHINERY–0.2%
Caterpillar, Inc.		95		10,114
Cummins, Inc.		30		3,105
Deere & Co.		65		5,359
Dover Corp.		25		1,695
Eaton Corp.		45		2,315
Flowserve Corp.		10		1,099
Illinois Tool Works, Inc.		75		4,237
Ingersoll-Rand PLC		45		2,043
Joy Global, Inc.		15		1,429
PACCAR, Inc.		50		2,554
Pall Corp.		15		843
Parker Hannifin Corp.		25		2,244
Snap-On, Inc.		10		625
Stanley Black & Decker, Inc.		25		1,801
				39,463
PROFESSIONAL SERVICES–0.0%
Dun & Bradstreet Corp.		5		378
Equifax, Inc.		15		521
Robert Half International, Inc.		15		405
				1,304
ROAD & RAIL–0.1%
CSX Corp.		150		3,933
Norfolk Southern Corp.		50		3,747
Ryder System, Inc.		5		284
Union Pacific Corp.		75		7,830
				15,794
TRADING COMPANIES & DISTRIBUTORS–0.0%
Fastenal Co.		40		1,440
WW Grainger, Inc.		10		1,536
				2,976
				195,158
CONSUMER STAPLES–1.0%
BEVERAGES–0.2%
Brown-Forman Corp.–Class B		15		1,120
Coca-Cola Co. (The)		330		22,206
Coca-Cola Enterprises, Inc.		40		1,167
Constellation Brands, Inc.–Class A(a)		20		416
Dr Pepper Snapple Group, Inc.		30		1,258
Molson Coors Brewing Co.– Class B		20		895

Company	Shares		U.S. $ Value
PepsiCo, Inc.		225	$	15,847
				42,909
FOOD & STAPLES RETAILING–0.2%
Costco Wholesale Corp.		60		4,874
CVS Caremark Corp.		190		7,140
Kroger Co. (The)		85		2,108
Safeway, Inc.		45		1,052
SUPERVALU, Inc.		25		235
Sysco Corp.		85		2,650
Wal-Mart Stores, Inc.		275		14,614
Walgreen Co.		135		5,732
Whole Foods Market, Inc.		20		1,269
				39,674
FOOD PRODUCTS–0.2%
Archer-Daniels-Midland Co.		85		2,563
Campbell Soup Co.		25		864
ConAgra Foods, Inc.		50		1,290
Dean Foods Co.(a)		20		245
General Mills, Inc.		85		3,164
Hershey Co. (The)		20		1,137
HJ Heinz Co.		45		2,398
Hormel Foods Corp.		15		447
JM Smucker Co. (The)		15		1,147
Kellogg Co.		35		1,936
Kraft Foods, Inc.–Class A		245		8,631
McCormick & Co., Inc.		15		744
Mead Johnson Nutrition Co.–Class A		30		2,026
Sara Lee Corp.		80		1,519
Tyson Foods, Inc.–Class A		35		680
				28,791
HOUSEHOLD PRODUCTS–0.2%
Clorox Co.		20		1,349
Colgate-Palmolive Co.		75		6,556
Kimberly-Clark Corp.		55		3,661
Procter & Gamble Co. (The)		395		25,110
				36,676
PERSONAL PRODUCTS–0.0%
Avon Products, Inc.		55		1,540
Estee Lauder Cos., Inc. (The)–Class A		15		1,578
				3,118
TOBACCO–0.2%
Altria Group, Inc.		290		7,659
Lorillard, Inc.		20		2,178
Philip Morris International, Inc.		260		17,360
Reynolds American, Inc.		45		1,667
				28,864
				180,032

7

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSUMER DISCRETIONARY–1.0%
AUTO COMPONENTS–0.0%
Goodyear Tire & Rubber Co. (The)(a)		30	$	503
Johnson Controls, Inc.		90		3,750
				4,253
AUTOMOBILES–0.0%
Ford Motor Co.(a)		525		7,240
Harley-Davidson, Inc.		30		1,229
				8,469
DISTRIBUTORS–0.0%
Genuine Parts Co.		20		1,088
DIVERSIFIED CONSUMER SERVICES–0.0%
Apollo Group, Inc.–Class A(a)		15		655
DeVry, Inc.		10		591
H&R Block, Inc.		40		642
				1,888
HOTELS, RESTAURANTS & LEISURE–0.2%
Carnival Corp.		65		2,446
Chipotle Mexican Grill, Inc.– Class A(a)		4		1,233
Darden Restaurants, Inc.		20		995
International Game Technology		40		703
Marriott International, Inc.– Class A		45		1,597
McDonald’s Corp.		150		12,648
Starbucks Corp.		100		3,949
Starwood Hotels & Resorts Worldwide, Inc.		25		1,401
Wyndham Worldwide Corp.		20		673
Wynn Resorts Ltd.		10		1,435
Yum! Brands, Inc.(a)		65		3,591
				30,671
HOUSEHOLD DURABLES–0.0%
DR Horton, Inc.		35		403
Fortune Brands, Inc.		20		1,275
Harman International Industries, Inc.		10		456
Leggett & Platt, Inc.		15		366
Lennar Corp.–Class A		20		363
Newell Rubbermaid, Inc.		35		552
Pulte Group, Inc.(a)		45		345
Whirlpool Corp.		10		813
				4,573
INTERNET & CATALOG RETAIL–0.1%
Amazon.com, Inc.(a)		50		10,224
Expedia, Inc.		25		725
NetFlix, Inc.(a)		6		1,576
Priceline.com, Inc.(a)		7		3,584
				16,109

Company	Shares		U.S. $ Value
LEISURE EQUIPMENT & PRODUCTS–0.0%
Hasbro, Inc.		20	$	879
Mattel, Inc.		45		1,237
				2,116
MEDIA–0.3%
Cablevision Systems Corp.		30		1,086
CBS Corp.–Class B		90		2,564
Comcast Corp.–Class A		390		9,883
DIRECTV(a)		115		5,844
Discovery Communications, Inc.–Class A(a)		35		1,434
Gannett Co., Inc.		30		430
Interpublic Group of Cos., Inc. (The)		65		813
McGraw-Hill Cos., Inc. (The)		40		1,676
News Corp.–Class A		315		5,575
Omnicom Group, Inc.		40		1,926
Scripps Networks Interactive, Inc.–Class A		10		489
Time Warner Cable, Inc.–Class A		55		4,292
Time Warner, Inc.		155		5,637
Viacom, Inc.–Class B		80		4,080
Walt Disney Co. (The)		265		10,346
Washington Post Co. (The)– Class B		1		419
				56,494
MULTILINE RETAIL–0.1%
Big Lots, Inc.(a)		10		332
Family Dollar Stores, Inc.		15		788
JC Penney Co., Inc.		30		1,036
Kohl’s Corp.		40		2,000
Macy’s, Inc.		55		1,608
Nordstrom, Inc.		20		939
Sears Holdings Corp.(a)		5		357
Target Corp.		105		4,926
				11,986
SPECIALTY RETAIL–0.2%
Abercrombie & Fitch Co.–Class A		10		669
AutoNation, Inc.(a)		5		183
AutoZone, Inc.(a)		5		1,474
Bed Bath & Beyond, Inc.(a)		35		2,043
Best Buy Co., Inc.		40		1,256
CarMax, Inc.(a)		30		992
GameStop Corp.–Class A(a)		15		400
Gap, Inc. (The)		55		996
Home Depot, Inc.		230		8,331
Limited Brands, Inc.		35		1,346
Lowe’s Cos., Inc.		190		4,429
O’Reilly Automotive, Inc.(a)		20		1,310
Ross Stores, Inc.		15		1,202
Staples, Inc.		95		1,501
Tiffany & Co.		15		1,178
TJX Cos., Inc.		55		2,889
Urban Outfitters, Inc.(a)		15		422
				30,621

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–0.1%
Coach, Inc.		40	$	2,557
NIKE, Inc.–Class B		60		5,399
Polo Ralph Lauren Corp.–Class A		10		1,326
VF Corp.		15		1,628
				10,910
				179,178
MATERIALS–0.3%
CHEMICALS–0.2%
Air Products & Chemicals, Inc.		30		2,867
Airgas, Inc.		10		700
CF Industries Holdings, Inc.		10		1,417
Dow Chemical Co. (The)		165		5,940
Eastman Chemical Co.		10		1,021
Ecolab, Inc.		30		1,691
EI du Pont de Nemours & Co.		135		7,297
FMC Corp.		10		860
International Flavors & Fragrances, Inc.		10		642
Monsanto Co.		80		5,803
PPG Industries, Inc.		30		2,724
Praxair, Inc.		50		5,420
Sherwin-Williams Co. (The)		15		1,258
Sigma-Aldrich Corp.		15		1,101
				38,741
CONSTRUCTION MATERIALS–0.0%
Vulcan Materials Co.		15		578
CONTAINERS & PACKAGING–0.0%
Ball Corp.		20		769
Bemis Co., Inc.		10		338
Owens-Illinois, Inc.(a)		20		516
Sealed Air Corp.		20		476
				2,099
METALS & MINING–0.1%
AK Steel Holding Corp.		10		158
Alcoa, Inc.		140		2,220
Allegheny Technologies, Inc.		15		952
Cliffs Natural Resources, Inc.		20		1,849
Freeport-McMoRan Copper & Gold, Inc.		135		7,141
Newmont Mining Corp.		75		4,048
Nucor Corp.		40		1,649
Titanium Metals Corp.		10		183
United States Steel Corp.		20		921
				19,121
PAPER & FOREST PRODUCTS–0.0%
International Paper Co.		65		1,939
MeadWestvaco Corp.		20		666
				2,605
				63,144

Company	Shares		U.S. $ Value
UTILITIES–0.3%
ELECTRIC UTILITIES–0.2%
American Electric Power Co., Inc.		65	$	2,449
Duke Energy Corp.		185		3,484
Edison International		45		1,744
Entergy Corp.		25		1,707
Exelon Corp.		90		3,856
FirstEnergy Corp.		55		2,428
NextEra Energy, Inc.		65		3,735
Northeast Utilities		20		703
Pepco Holdings, Inc.		30		589
Pinnacle West Capital Corp.		15		669
PPL Corp.		75		2,087
Progress Energy, Inc.		40		1,920
Southern Co.		120		4,846
				30,217
GAS UTILITIES–0.0%
Nicor, Inc.		5		274
Oneok, Inc.		15		1,110
				1,384
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.0%
AES Corp. (The)(a)		85		1,083
Constellation Energy Group, Inc.		25		949
NRG Energy, Inc.(a)		30		737
				2,769
MULTI-UTILITIES–0.1%
Ameren Corp.		30		865
CenterPoint Energy, Inc.		55		1,064
CMS Energy Corp.		30		591
Consolidated Edison, Inc.		40		2,130
Dominion Resources, Inc.		85		4,103
DTE Energy Co.		20		1,000
Integrys Energy Group, Inc.		10		518
NiSource, Inc.		35		709
PG&E Corp.		55		2,312
Public Service Enterprise Group, Inc.		75		2,448
SCANA Corp.		15		591
Sempra Energy		40		2,115
TECO Energy, Inc.		25		472
Wisconsin Energy Corp.		30		940
Xcel Energy, Inc.		60		1,458
				21,316
				55,686
TELECOMMUNICATION SERVICES–0.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.3%
AT&T, Inc.		830		26,070
CenturyLink, Inc.		80		3,235
Frontier Communications Corp.		140		1,130
Verizon Communications, Inc.		400		14,892

9

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Windstream Corp.		65	$	842
				46,169
WIRELESS TELECOMMUNICATION SERVICES–0.0%
American Tower Corp.– Class A(a)		55		2,878
MetroPCS Communications, Inc.(a)		35		602
Sprint Nextel Corp.(a)		420		2,264
				5,744
				51,913
Total Common Stocks (cost $1,712,583)				1,696,649
SHORT-TERM INVESTMENTS–50.8%
INVESTMENT COMPANIES–45.2%
AllianceBernstein Fixed-Income Shares, Inc.–Government STIF Portfolio, 0.08%(b)		8,103,880		8,103,880

Company	Principal Amount (000)		U.S. $ Value
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATION–5.6%
Federal Home Loan Mortgage Discount Notes
Zero Coupon, 7/11/11	$	1,000	$	999,975
Total Short-Term Investments (cost $9,103,855)				9,103,855
TOTAL INVESTMENTS–100.1% (cost $17,877,164)				17,959,642
Other assets less liabilities–(0.1)%				(26,035	)
NET ASSETS–100.0%			$	17,933,607

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
German Euro Bund Futures		1		September 2011	$	182,590	$	181,965	$	(625	)
JGB MINI 10 Yr Futures		2		September 2011		350,266		350,587		321
MSCI EAFE EMini Futures		26		September 2011		2,189,242		2,230,670		41,428
MSCI Emerging Market EMini Futures		8		September 2011		455,573		462,400		6,827
Russell 2000 Mini Index Futures		2		September 2011		154,793		165,080		10,287
S+P 500 E Mini Index Futures		17		September 2011		1,079,262		1,118,175		38,913
S+P Midcap 400 EMini Index Futures		1		September 2011		92,781		97,650		4,869
U.S. T-Note 10 Yr Futures		10		September 2011		1,225,813		1,223,281		(2,532	)
U.S. T-Note 2 Yr Futures		5		September 2011		1,094,696		1,096,719		2,023
Ultra Long U.S. T- Bond Futures		3		September 2011		382,348		378,750		(3,598	)
										$  97,913

10

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts
State Street Bank and Trust Co.:
Australian Dollar settling 9/15/11		32	$	33,386	$	34,012	$	626
Great British Pound settling 9/15/11		30		47,936		48,106		170
Japanese Yen settling 9/15/11		4,440		55,510		55,173		(337	)
Sale Contracts
State Street Bank and Trust Co.:
Australian Dollar settling 9/15/11		66		68,892		70,150		(1,258	)
Canadian Dollar settling 9/15/11		43		43,898		44,505		(607	)
Great British Pound settling 9/15/11		110		178,400		176,389		2,011
Great British Pound settling 9/15/11		306		491,121		490,683		438
Japanese Yen settling 9/15/11		14,752		183,853		183,316		537
Japanese Yen settling 9/15/11		1,450		18,035		18,019		16
Japanese Yen settling 9/15/11		2,207		27,414		27,425		(11	)
Japanese Yen settling 9/15/11		2,495		30,769		31,004		(235	)

TOTAL RETURN SWAP CONTRACTS ON INDICES (see Note D)

Receive Total Return on Reference Index	Index	# of Shares or Units		Floating Rate	Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		17	1-Month USD-LIBOR-BBA Plus a specified spread*	$	51		6/15/12	JPMorgan Chase Bank, N.A.	$	1,203
Receive	FTSE EPRA/NAREIT Developed Real Estate index		11	1-Month USD-LIBOR-BBA Plus a specified spread*		33		6/15/12	JPMorgan Chase Bank, N.A.		779
Receive	FTSE EPRA/NAREIT Developed Real Estate index		11	1-Month USD-LIBOR-BBA Plus a specified spread*		33		6/15/12	JPMorgan Chase Bank, N.A.		778
Receive	FTSE EPRA/NAREIT Developed Real Estate index		10	1-Month USD-LIBOR-BBA Plus a specified spread*		30		6/15/12	JPMorgan Chase Bank, N.A.		708
Receive	FTSE EPRA/NAREIT Developed Real Estate index		13	1-Month USD-LIBOR-BBA Plus a specified spread*		40		6/15/12	JPMorgan Chase Bank, N.A.		475
Receive	FTSE EPRA/NAREIT Developed Real Estate index		10	1-Month USD-LIBOR-BBA Plus a specified spread*		30		7/16/12	JPMorgan Chase Bank, N.A.		773

11

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Receive Total Return on Reference Index	Index	# of Shares or Units		Floating Rate	Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		9	1-Month USD-LIBOR-BBA Plus a specified spread*	$	27		7/16/12	JPMorgan Chase Bank, N.A.	$	702
Receive	FTSE EPRA/NAREIT Developed Real Estate index		6	1-Month USD-LIBOR-BBA Plus a specified spread*		18		7/16/12	JPMorgan Chase Bank, N.A.		552
Receive	FTSE EPRA/NAREIT Developed Real Estate index		6	1-Month USD-LIBOR-BBA Plus a specified spread*		18		7/16/12	JPMorgan Chase Bank, N.A.		438
Receive	FTSE EPRA/NAREIT Developed Real Estate index		5	1-Month USD-LIBOR-BBA Plus a specified spread*		15		7/16/12	JPMorgan Chase Bank, N.A.		387
Receive	FTSE EPRA/NAREIT Developed Real Estate index		5	1-Month USD-LIBOR-BBA Plus a specified spread*		15		7/16/12	JPMorgan Chase Bank, N.A.		279
Receive	FTSE EPRA/NAREIT Developed Real Estate index		6	1-Month USD-LIBOR-BBA Plus a specified spread*		18		7/16/12	JPMorgan Chase Bank, N.A.		253
Receive	FTSE EPRA/NAREIT Developed RealEstate index		6	1-Month USD-LIBOR-BBA Plus a specified spread*		18		7/16/12	JPMorgan Chase Bank, N.A.		137
Receive	FTSE EPRA/NAREIT Developed Real Estate index		233	1-Month USD-LIBOR-BBA Plus a specified spread*		702		4/16/12	UBS AG		16,496
Receive	FTSE EPRA/NAREIT Developed Real Estate index		18	1-Month USD-LIBOR-BBA Plus a specified spread*		54		5/15/12	UBS AG		1,274
Receive	FTSE EPRA/NAREIT Developed Real Estate index		11	1-Month USD-LIBOR-BBA Plus a specified spread*		33		6/15/12	UBS AG		779
Receive	FTSE EPRA/NAREIT Developed Real Estate index		8	1-Month USD-LIBOR-BBA Plus a specified spread*		24		6/15/12	UBS AG		566
										$	26,579

* BBA—British Bankers’ Association

12

AllianceBernstein Variable Products Series Fund

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

See notes to financial statements.

13

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $9,773,284)	$	9,855,762
Affiliated issuers (cost $8,103,880)		8,103,880
Cash		297,584	(a)
Receivable for capital stock sold		166,598
Prepaid expenses		68,302
Receivable for variation margin on futures contracts		42,309
Unrealized appreciation on total return swap contracts		26,579
Interest and dividends receivable		25,923
Receivable due from Adviser		17,589
Unrealized appreciation of forward currency exchange contracts		3,798
Receivable for investment securities sold		133
Total assets		18,608,457
LIABILITIES
Payable for investment securities purchased		639,922
Unrealized depreciation of forward currency exchange contracts		2,448
Distribution fee payable		991
Transfer Agent fee payable		138
Accrued expenses		31,351
Total liabilities		674,850
NET ASSETS	$	17,933,607
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,782
Additional paid-in capital		17,808,457
Accumulated net investment loss		(4,316	)
Accumulated net realized loss on investment and foreign currency transactions		(80,636	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		208,320
	$	17,933,607

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	10,055,755		999,000	$	10.07
B	$	7,877,852		782,721	$	10.06

(a) An amount of $297,584 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2011.

See notes to financial statements.

14

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS
For the period April 1, 2011(a) to June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	11,828
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $5)		8,496
Affiliated issuers		1,357
		21,681
EXPENSES
Advisory fee (see Note B)		20,388
Distribution fee—Class B		1,240
Transfer agency—Class A		2,093
Transfer agency—Class B		371
Amortization of offering expenses		21,698
Custodian		20,057
Administrative		20,000
Audit		13,728
Legal		10,824
Printing		3,344
Directors’ fees		968
Miscellaneous		440
Total expenses		115,151
Less: expenses waived and reimbursed by the Adviser (see Note B)		(89,154	)
Net expenses		25,997
Net investment loss		(4,316	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(27,963	)
Futures contracts		(48,664	)
Swap contracts		(4,009	)
Net change in unrealized appreciation/depreciation of:
Investments		82,478
Futures contracts		97,913
Swap contracts		26,579
Foreign currency denominated assets and liabilities		1,350
Net gain on investment and foreign currency transactions		127,684
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	123,368

(a) Commencement of operations.

See notes to financial statements.

15

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	April 1, 2011(a) to June 30, 2011 (unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(4,316	)
Net realized loss on investment and foreign currency transactions		(80,636	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		208,320
Net increase in net assets from operations		123,368
CAPITAL STOCK TRANSACTIONS
Net increase		17,810,239
Total increase		17,933,607
NET ASSETS
Beginning of period		–0	–
End of period (including accumulated net investment loss of ($4,316))	$	17,933,607

(a) Commencement of operations.

See notes to financial statements.

16

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Dynamic Asset Allocation 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 fourteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on April 1, 2011. 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 (“U.S. GAAP”) 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. Investments in money market funds are valued at their net asset value each day.

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

In accordance with U.S. GAAP regarding fair value measurements, 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

17

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Investment Companies

$

–0

–

$

3,721,935

$

–0

–

$

3,721,935

Governments—Treasuries

–0

–

3,437,203

–0

–

3,437,203

Common Stocks

1,696,649

–0

–

–0

–

1,696,649

Short-Term Investments

Investment Companies

8,103,880

–0

–

–0

–

8,103,880

U.S. Government & Government Sponsored Agency Obligation

–0

–

999,975

–0

–

999,975

Total Investments in Securities

9,800,529

8,159,113

–0

–

17,959,642

Other Financial Instruments*:

Assets:

Futures Contracts

104,668

–0

–

–0

–

104,668

#

Forward Currency Exchange Contracts

–0

–

3,798

–0

–

3,798

Total Return Swap Contracts

–0

–

26,579

–0

–

26,579

Liabilities:

Futures Contracts

(6,755

)

–0

–

–0

–

(6,755

)#

Forward Currency Exchange Contracts

–0

–

(2,448

)

–0

–

(2,448

)

Total

$

9,898,442

$

8,187,042

$

–0

–

$

18,085,484

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

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

18

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for the current tax year 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. 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. Offering Expenses

Offering expenses of $90,000 have been deferred and are being amortized on a straight line basis over a one year period.

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 .70% of the Portfolio’s average daily net assets. 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 .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps will expire on May 1, 2012 and may be extended by the Adviser for additional one-year terms. For the period ended June 30, 2011, the amount of such fees waived was $69,154, that is subject to repayment.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the period ended June 30, 2011, the Adviser voluntarily agreed to waive the entire amount of such fees of $20,000.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $321 for the period ended June 30, 2011.

The Portfolio may invest in the AllianceBernstein Fixed-Income Shares, Inc.–Government STIF Portfolio, an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by

19

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended June 30, 2011 is as follows:

Market Value April 1, 2011(a) (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2011 (000)		Dividend Income (000)
$0	$	15,391	$	7,287	$	8,104	$	1

(a) Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended June 30, 2011 amounted to $1,476, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

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 or 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 period ended June 30, 2011 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	6,072,977	$	678,738
U.S. government securities		3,466,461		55,601

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, foreign currency and swap transactions) are as follows:

Gross unrealized appreciation	$	147,413
Gross unrealized depreciation		(64,935	)
Net unrealized appreciation	$	82,478

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.

20

AllianceBernstein Variable Products Series Fund

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 exchange-traded 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.

Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended June 30, 2011, the Portfolio held futures contracts for hedging and non-hedging purposes.

• 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.

During the period ended June 30, 2011, the Portfolio held foreign currency exchange contracts for hedging and non-hedging purposes.

• Swap Agreements

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets and currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. 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

21

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

respective swap agreements to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap agreement.

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 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, where applicable. 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.

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the period ended June 30, 2011, the Portfolio held total return swaps for hedging and non-hedging purposes.

Documentation governing the Portfolio’s swap transactions may contain provisions for early termination of a swap in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate the swap and require the Portfolio to pay or receive a settlement amount in connection with the terminated swap transaction. As of June 30, 2011, the Portfolio had no swap contracts in liability positions with net asset contingent features.

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	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	$	3,798		Unrealized depreciation of forward currency exchange contracts	$	2,448
Equity contracts	Receivable/Payable for variation margin on futures contracts		102,324	*
Interest rate contracts					Receivable/Payable for variation margin on futures contracts		4,411	*
Equity contracts	Unrealized appreciation on total return swap contracts		26,579
Total		$	132,701			$	6,859

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

22

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the period ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	0		$	1,350
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(102,775	)		102,324
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		54,111			(4,411	)
Equity contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		(4,009	)		26,579
Total		$	(52,673	)	$	125,842

For the period ended June 30, 2011, the average monthly original value of futures contracts was $6,092,225 and the average monthly notional amount of total return swap contracts was $916,740. For one month of the period the average monthly principal amount of foreign currency exchange contracts was $1,179,214.

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 other 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
	April 1, 2011(a) to June 30, 2011 (unaudited)			April 1, 2011(a) to June 30, 2011 (unaudited)
Class A
Shares sold		999,000		$	9,990,000
Net increase		999,000		$	9,990,000
Class B
Shares sold		787,106		$	7,863,618
Shares redeemed		(4,385	)		(43,379	)
Net increase		782,721		$	7,820,239

(a) Commencement of operations.

23

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio was included as a part of the Facility on July 14, 2011.

NOTE H: Tax Information

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses.

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

24

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	April 1, 2011(a) to June 30, 2011 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment loss (b)(c)		(.00	)(d)
Net realized and unrealized gain on investment and foreign currency transactions		.07
Net increase in net asset value from operations		.07
Net asset value, end of period		$10.07
Total Return
Total investment return based on net asset value (e)		.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,056
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (f)		.85	%
Expenses, before waivers/reimbursements (f)		3.91	%
Net investment loss (c)(f)		(.11	)%
Portfolio turnover rate		12	%

See footnote summary on page 26.

25

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	April 1, 2011(a) to June 30, 2011 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment loss (b)(c)		(.00	)(d)
Net realized and unrealized gain on investment and foreign currency transactions		.06
Net increase in net asset value from operations		.06
Net asset value, end of period		$10.06
Total Return
Total investment return based on net asset value (e)		.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7,878
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (f)		1.10	%
Expenses, before waivers/reimbursements (f)		4.14	%
Net investment loss (c)(f)		(.35	)%
Portfolio turnover rate		12	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

(d) Amount is less than $.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 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.

(f) Annualized.

See notes to financial statements.

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DYNAMIC ASSET ALLOCATION 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 application of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 1-2, 2011.

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed 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 proposed 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 approval in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be 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, including the Fund, 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 AllianceBernstein Funds 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 To Be Provided

The directors considered the scope and quality of services to be 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 AllianceBernstein Funds. 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 will require the directors’ approval on a quarterly basis and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the 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 to be provided to the Portfolio under the Advisory Agreement.

Costs of Services To Be Provided and Profitability

Because the Portfolio had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Portfolio. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Portfolio and that the Portfolio was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their proposed relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits

27

DYNAMIC ASSET ALLOCATION PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges to be 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 to be paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions to be paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s future profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

Since the Portfolio had not yet commenced operations and there were no existing AllianceBernstein funds with the same investment style as the Portfolio, no performance or other historical information for the Portfolio was available. Based on the Adviser’s written and oral presentations regarding the management of the Portfolio, and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio to the Adviser. The directors reviewed information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $100 million. 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 Adviser is in the process of launching a new service for institutional clients that will provide a similar investment style as the Portfolio. The directors noted that the proposed institutional fee schedule 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 hypothetical asset level of $100 million of the Portfolio would result in a fee rate 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 would pay the Adviser a higher fee rate than a registered investment company pursuing an investment style similar to that of the Portfolio that is sub-advised by the Adviser.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the AllianceBernstein Funds relative to institutional clients and sub-advised funds. The Adviser 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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the estimated total expense ratio of the Class A shares of the Portfolio assuming $100 million in assets under management 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. Because of the small number of funds in the Lipper category for the Portfolio, Lipper had expanded the Portfolio’s Expense Group and Expense Universe to include peers with or without a shareholder service fee.

The estimated total expense ratio of the Portfolio reflected fee waivers and/or expense reimbursements as a result of an expense limitation agreement between the Adviser and the Fund in respect of the Portfolio. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the estimated 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.

28

AllianceBernstein Variable Products Series Fund

The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $100 million, its anticipated contractual effective advisory fee rate of 70 basis points was close to the Expense Group median. The directors recognized that the Adviser’s total compensation from the Portfolio pursuant to the Advisory Agreement would be increased by amounts paid pursuant to the expense reimbursement provision in the Advisory Agreement, and that the impact of such expense reimbursement would depend on the size of the Portfolio and the extent to which the Adviser requests reimbursements pursuant to this provision. The Lipper analysis reflected the Adviser’s agreement to cap the Portfolio’s expense ratio for an initial period ending May 1, 2012. The information reviewed by the directors showed that the Portfolio’s anticipated total expense ratio, which reflected a cap, was higher than the Expense Group and the Expense Universe medians. The directors recognized that, based on estimated expenses, actual expenses of the Portfolio were likely to be less than the expense cap at portfolio asset levels in excess of approximately $500 million. The directors concluded that the Portfolio’s anticipated expense ratio was acceptable.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Portfolio does not contain breakpoints that reduce the fee rates on assets above specified levels. They considered the Adviser’s position that the proposed fee was appropriate given the novelty and complexity involved in advising the Portfolio and comparisons with the fees paid by other funds in the Expense Group, and that, accordingly, it was appropriate not to incorporate breakpoints into the fee schedule. The directors also considered presentations it had received at prior meetings 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 the 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. The directors noted that the Portfolio’s anticipated contractual effective advisory fee rate was close to the median of the Lipper Expense Group. The directors informed the Adviser that they anticipated revisiting the question of breakpoints in the future if the Portfolio attracted substantial assets.

29

DYNAMIC ASSET ALLOCATION 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 Dynamic Asset Allocation Portfolio (the “Portfolio”).²

The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is designed as a balanced fund, seeking exposure to a blend of asset classes. The Portfolio’s neutral asset allocation will be a blend of 60% equity and 40% fixed-income exposure. Within these larger allocation bands, the Portfolio will have the ability to invest in a wide variety of securities, including U.S., non-U.S. and emerging market equity and fixed-income securities, commodities, real estate-related securities and inflation securities.

The Portfolio will have the ability to invest without limit in derivative instruments, such as futures, forwards, options and swaps. The Portfolio may use derivatives and physical securities in different combinations to achieve exposure in the most efficient way.

Through the use of derivatives, the Portfolio will be able to respond to market volatility by altering its risk profile and deviate from its target asset allocation without necessarily altering its physical securities asset mix. When the Adviser determines the equity volatility is low and the equity markets present reasonable return opportunities, the Adviser may increase the Portfolio’s equity exposure by entering into equity index futures or swap agreements. This equity exposure is expected to not exceed 80%. Conversely, during periods of severe equity market volatility, when the Adviser determines that the risks in the equity markets are disproportional to the potential returns offered, the Adviser expects to use derivatives to reduce the Portfolio’s overall equity exposure. In this extreme risk-averse exposure, the Portfolio could reduce its equity exposure to 0% and increase its fixed-income exposure to 100%.

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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. The first factor is an additional factor required to be considered by the AoD. The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what Section 36(b) of the 40 Act requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the

1 It should be noted that the Senior Officer’s fee evaluation was completed on January 21, 2011 and discussed with the Board of Directors on February 1-3. 2011.

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.

30

AllianceBernstein Variable Products Series Fund

product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (1210). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposes 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:

Portfolio	Advisory Fee
Dynamic Asset Allocation Portfolio	0.70% of Average Daily Net Assets

As shown above, the advisory fee schedule of the Portfolio has no breakpoint. The Portfolio would fall in the Specialty Category, which has a fee beginning at 0.75% but is subject to breakpoints.³

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing administrative and accounting services.

The Adviser proposed to set expense caps set forth below for an initial period. The Expense Limitation Undertaking will terminate three years after the Portfolio commences operations. During the period between the initial period and the termination of the agreements, the Adviser may be able to recoup all or a portion of the Portfolio’s operating expenses,⁴ which will be paid initially by the Adviser. If at any time, after the expiration of the initial period, the Portfolio’s expenses fall below the expense cap, the Adviser will be able to recoup offering costs previously paid by it to the extent that the reimbursement does not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement, three years following the commencement of operations. After the initial period, the Adviser or the Portfolio may terminate the agreement on sixty days’ notice.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Estimated Gross Expense Ratio	Fiscal Year End
Dynamic Asset Allocation Portfolio	Class A    0.85%	1.15%	December 31
	Class B    1.10%	1.40%

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 to be 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 will be more costly than those for institutional accounts due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Servicing the Portfolio’s investors will be 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

3 The NYAG related fee schedule, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplate eight categories of funds with almost all funds in each category having the same advisory fee schedule. The advisory fee schedule for the Specialty Category is as follows: 0.75% on the first $2.5 billion, 0.65% on the next $2.5 billion, and 0.60% on the balance.

4 Offering expenses consist principally of the legal, accounting and federal and states securities registration fees paid by the Portfolio.

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DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 arguably 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with similar investment styles as the Portfolio.⁵

The Adviser is in the process of launching a new service for institutional clients that will provide for a similar investment style as the anticipated Portfolio. The advisory fee schedule contemplated for the institutional account is set forth in the table below.

Portfolio	Initial Estimated Net Assets ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)		Portfolio Adv. Fee (%)
Dynamic Asset Allocation Portfolio	$100.0	Dynamic Asset Allocation Strategy		0.500		0.700
		0.50% on first $500 million
		0.40% on the balance
		Minimum: $    million

The Adviser manages other investment companies that have a somewhat similar investment strategy as the Portfolio. The Portfolio’s neutral asset allocation is the same as another series of the Fund, Balanced Wealth Strategy Portfolio, and the retail mutual fund, The AllianceBernstein Portfolios—Balanced Wealth Strategy (“TAP—Balanced Wealth Strategy”). The advisory fee schedules of Balanced Wealth Strategy Portfolio and TAP—Balanced Wealth Strategy are set forth in the table below:⁶

Portfolio	ABMF/AVPS Fund	Fee Schedule	ABMF/AVPS Effective Fee (%)		Portfolio Advisory Fee (%)
Dynamic Asset Allocation Portfolio	TAP—Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550		0.700
	AVPS—Balanced Wealth Strategy Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550		0.700

5 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

6 Both funds were affected by Adviser’s settlement with the NYAG.

32

AllianceBernstein Variable Products Series Fund

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”). The Overlay Portfolios are designed to reduce portfolio volatility, reduce the probability of large losses and maintain returns of Private Client portfolios over time. Unlike the Portfolio, the Overlay Portfolios are not designed as stand-alone investments and are used in conjunction with globally diversified Private Client portfolios.⁷ The advisory fee schedule of the Overlay Portfolios is set forth in the table below. Also shown are what would have been the effective advisory fees of the Portfolio had the advisory fee schedules of the Overlay Portfolios been applicable to the Portfolio based on the initial estimate of the Portfolio’s net assets at $100 million:

Portfolio	Overlay Portfolio	Advisory Fee Based on % of Average Daily Net Assets8	Overlay Portfolios Effective Fee (%)		Portfolio Advisory Fee (%)
Dynamic Asset Allocation Portfolio	Overlay A Portfolio Tax-Aware Overlay A Portfolio	0.90%		0.900		0.700
	Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio	0.65%		0.650		0.700

The Adviser also manages AllianceBernstein Volatility Management Pooling Portfolio (“Volatility Portfolio”). Unlike the Portfolio, Volatility Portfolio is not designed as a stand-alone portfolio. Volatility Portfolio is utilized in conjunction with other asset class-pure Pooling Portfolios to reduce the overall portfolio volatility and mitigate the effects of extreme market environments without sacrificing long-term returns for the AllianceBernstein Blended Style Series, Inc.—Retirement Strategies (“Retirement Strategies”). The Adviser is not directly paid an advisory fee by Volatility Portfolio.⁹ The Adviser is directly compensated by the Retirement Strategies for managing its portfolios invested in Volatility Portfolio as well as other Pooling Portfolios.

The Adviser recently agreed to provide a sub-advisory service with a similar investment strategy to an investment company managed by another fund family. The fee schedule contemplated for the sub-advised fund is set forth in the table below.

Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule
Dynamic Asset Allocation Portfolio	Client # 1	AB Sub-Advisory Fee Schedule:
		0.40% on first $100 million
		0.35% on next $100 million
		0.30% on the balance

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.

While it appears that the sub-advisory relationship will be paying a lower fee than the investment companies managed by the Adviser, it is difficult to evaluate the relevance of such fee due to the differences in terms of the services provided, risks involved and other competitive factors between the investment companies and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is provided all the services, not just investment services, generally required by a registered investment company.

7 Overlay A Portfolio and Tax-Aware Overlay A Portfolio are intended for use in Private Client accounts that have a higher equity weighting (e.g. 80% equity and 20% fixed-income). The other Overlay Portfolios are intended for use in Private Client accounts that have a higher fixed income weighting (e.g. 70% fixed-income and 30% equity). The Overlay Portfolios will gain exposure to various asset classes through direct investments in equity and debt securities as well as derivatives.

8 The advisory fees of each Overlay Portfolio are based on the percentage of each Portfolio’s average daily net assets, not an aggregate of the assets in the Portfolios shown.

9 Although Volatility Portfolio does not directly pay the Adviser an advisory fee for providing investment advisory services, Volatility Portfolio does reimburse the Adviser the cost for providing administrative and accounting services.

33

DYNAMIC ASSET ALLOCATION 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 by other investment advisers.¹⁰ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹¹ at the approximate current asset level of the subject Portfolio.¹²

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.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers with or without a 12b-1/non-12b-1 service fee. Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”)¹³ was also expanded to include the universes of those peers with or without a 12b-1/non-12b-1 service fee.

Portfolio	Contractual Management Fee14		Lipper Exp. Group Median		Rank
Dynamic Asset Allocation Portfolio		0.700		0.695		5/8

Set forth below is a comparison of the Portfolio’s anticipated total expense ratio excluding 12b-1/non-12b-1 service fee, and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio, excluding 12b-1/non-12b-1 service fee, rankings are also shown.

Portfolio	Exp. Ratio ex-12b-1 Fee (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Dynamic Asset Allocation Portfolio		0.850		0.796		6/8		0.790		9/12

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 will utilize 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 to be 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.

10 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

11 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.

12 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.

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. Due to a limited number of comparable peers available, at the request of the Senior Officer and the Adviser, Lipper allowed for the inclusion of a second peer managed by the same investment adviser in the Portfolio’s EG.

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.

15 The total expense ratio excluding 12b-1/non 12b-1 service fee shown are for the Portfolio’s Class A shares.

34

AllianceBernstein Variable Products Series Fund

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates will 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 they should be factored into the evaluation of the total relationship between the Portfolios 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 will provide transfer agent and distribution related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions.

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%.

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.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will normally receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will 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 will be AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁶ During the fiscal year ended December 31, 2009, ABIS was paid a fee of $18,000 by the existing Portfolios of the Fund.¹⁷

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms 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.

16 It should be noted that the insurance companies, linked to the variable products, provide additional shareholder services, including record keeping, administration and customer service for contract holders.

17 ABIS receives an annual fee of $18,000 from the Fund, which is allocated equally among the Fund’s Portfolios.

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

35

DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ 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 $486 billion as of December 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history.

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. However, the Senior Officer recommended that the Directors discuss with the Adviser the proposed advisory fee schedule of the Portfolio, which lack potential for sharing economies of scale through breakpoints. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: March 4, 2011

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

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

21 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.

36

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June  30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,066.00	$	5.07		0.99	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.89	$	4.96		0.99	%
Class B
Actual	$	1,000	$	1,064.70	$	6.35		1.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.65	$	6.21		1.24	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	6,981,936		7.3	%
Oracle Corp.		3,478,587		3.6
QUALCOMM, Inc.		3,141,623		3.3
Danaher Corp.		2,387,730		2.5
Google, Inc.—Class A		2,293,901		2.4
McDonald’s Corp.		2,227,734		2.3
United Technologies Corp.		2,076,444		2.2
United Parcel Service, Inc.—Class B		1,962,546		2.1
EOG Resources, Inc.		1,932,084		2.0
Schlumberger Ltd.		1,866,672		2.0
	$	28,349,257		29.7	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	27,925,866		29.3	%
Consumer Discretionary		16,045,709		16.9
Health Care		13,277,375		13.9
Industrials		12,939,305		13.6
Energy		11,584,154		12.2
Financials		4,661,534		4.9
Materials		4,010,727		4.2
Consumer Staples		3,847,680		4.0
Short-Term Investments		933,128		1.0
Total Investments	$	95,225,478		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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 & 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

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.9%
INFORMATION TECHNOLOGY–29.3%
COMMUNICATIONS EQUIPMENT–4.0%
Juniper Networks, Inc.(a)		22,790	$	717,885
QUALCOMM, Inc.		55,320		3,141,623
				3,859,508
COMPUTERS & PERIPHERALS–10.4%
Apple, Inc.(a)		20,800		6,981,936
EMC Corp.(a)		52,350		1,442,242
NetApp, Inc.(a)		27,420		1,447,228
				9,871,406
INTERNET SOFTWARE & SERVICES–2.4%
Google, Inc.–Class A(a)		4,530		2,293,901
IT SERVICES–3.5%
Accenture PLC		29,140		1,760,639
Cognizant Technology Solutions Corp.–Class A(a)		8,040		589,654
Visa, Inc.–Class A		12,050		1,015,405
				3,365,698
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.1%
Broadcom Corp.–Class A(a)		39,860		1,340,890
NVIDIA Corp.(a)		39,300		626,246
				1,967,136
SOFTWARE–6.9%
Citrix Systems, Inc.(a)		16,600		1,328,000
Intuit, Inc.(a)		17,480		906,513
Oracle Corp.		105,700		3,478,587
Red Hat, Inc.(a)		18,630		855,117
				6,568,217
				27,925,866
CONSUMER DISCRETIONARY–16.8%
AUTO COMPONENTS–0.7%
Johnson Controls, Inc.		14,900		620,734
HOTELS, RESTAURANTS & LEISURE–4.6%
Carnival Corp.		25,300		952,039
McDonald’s Corp.		26,420		2,227,734
Starbucks Corp.		31,320		1,236,827
				4,416,600
INTERNET & CATALOG RETAIL–1.6%
Amazon.com, Inc.(a)		7,330		1,498,912
MEDIA–1.0%
Walt Disney Co. (The)		25,460		993,958
MULTILINE RETAIL–0.9%
Macy’s, Inc.		30,450		890,358

Company	Shares		U.S. $ Value
SPECIALTY RETAIL–5.3%
Bed Bath & Beyond, Inc.(a)		14,310	$	835,275
CarMax, Inc.(a)		19,680		650,818
Home Depot, Inc.		47,260		1,711,757
Limited Brands, Inc.		17,395		668,838
Lowe’s Cos., Inc.		21,040		490,442
TJX Cos., Inc.		12,900		677,637
				5,034,767
TEXTILES, APPAREL & LUXURY GOODS–2.7%
Coach, Inc.		16,800		1,074,024
NIKE, Inc.–Class B		10,180		915,996
Phillips-Van Heusen Corp.		9,170		600,360
				2,590,380
				16,045,709
HEALTH CARE–13.9%
BIOTECHNOLOGY–3.2%
Amarin Corp. PLC (ADR)(a)		17,700		256,119
Dendreon Corp.(a)		10,000		394,400
Gilead Sciences, Inc.(a)		35,280		1,460,945
Human Genome Sciences, Inc.(a)		15,940		391,168
Pharmasset, Inc.(a)		5,240		587,928
				3,090,560
HEALTH CARE EQUIPMENT & SUPPLIES–2.9%
Covidien PLC		27,810		1,480,326
NxStage Medical, Inc.(a)		17,800		370,596
Varian Medical Systems, Inc.(a)		7,690		538,454
Volcano Corp.(a)		10,190		329,035
				2,718,411
HEALTH CARE PROVIDERS & SERVICES–4.7%
Express Scripts, Inc.–Class A(a)		25,370		1,369,473
HCA Holdings, Inc.(a)		33,709		1,112,397
Healthspring, Inc.(a)		7,410		341,675
McKesson Corp.		12,320		1,030,568
UnitedHealth Group, Inc.		12,080		623,086
				4,477,199
LIFE SCIENCES TOOLS & SERVICES–0.4%
Illumina, Inc.(a)		5,000		375,750
PHARMACEUTICALS–2.7%
Allergan, Inc.		14,340		1,193,805
Shire PLC (ADR)		5,350		504,023
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		19,030		917,627
				2,615,455
				13,277,375
INDUSTRIALS–13.6%
AEROSPACE & DEFENSE–3.2%
Boeing Co. (The)		13,290		982,530
United Technologies Corp.		23,460		2,076,444
				3,058,974

3

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

Company	Shares		U.S. $ Value
AIR FREIGHT & LOGISTICS–2.1%
United Parcel Service, Inc.–Class B		26,910	$	1,962,546
AIRLINES–0.5%
United Continental Holdings, Inc.(a)		22,050		498,992
ELECTRICAL EQUIPMENT–2.2%
AMETEK, Inc.		13,600		610,640
Cooper Industries PLC		6,470		386,065
Emerson Electric Co.		19,430		1,092,937
				2,089,642
INDUSTRIAL CONGLOMERATES–2.5%
Danaher Corp.		45,060		2,387,730
MACHINERY–3.1%
Deere & Co.		11,840		976,208
Flowserve Corp.		11,990		1,317,581
Joy Global, Inc.		6,800		647,632
				2,941,421
				12,939,305
ENERGY–12.2%
ENERGY EQUIPMENT & SERVICES–4.1%
Cameron International Corp.(a)		12,700		638,683
Halliburton Co.		5,900		300,900
National Oilwell Varco, Inc.		14,390		1,125,442
Schlumberger Ltd.		21,605		1,866,672
				3,931,697
OIL, GAS & CONSUMABLE FUELS–8.1%
Chevron Corp.		8,310		854,600
EOG Resources, Inc.		18,480		1,932,084
Noble Energy, Inc.		19,990		1,791,704
Occidental Petroleum Corp.		15,980		1,662,559
Suncor Energy, Inc. (New York)		36,100		1,411,510
				7,652,457
				11,584,154
FINANCIALS–4.9%
CAPITAL MARKETS–1.1%
Franklin Resources, Inc.		3,350		439,822
Goldman Sachs Group, Inc. (The)		4,770		634,839
				1,074,661
COMMERCIAL BANKS–0.5%
Wells Fargo & Co.		17,360		487,121
DIVERSIFIED FINANCIAL SERVICES–1.9%
CME Group, Inc.–Class A		1,690		492,787
IntercontinentalExchange, Inc.(a)		5,160		643,504
JPMorgan Chase & Co.		15,730		643,986
				1,780,277
INSURANCE–1.4%
AON Corp.		7,610		390,393

Company	Shares		U.S. $ Value
Axis Capital Holdings Ltd.		4,330	$	134,057
MetLife, Inc.		10,150		445,280
Prudential Financial, Inc.		5,500		349,745
				1,319,475
				4,661,534
MATERIALS–4.2%
CHEMICALS–2.8%
Dow Chemical Co. (The)		13,620		490,320
Monsanto Co.		12,210		885,713
Potash Corp. of Saskatchewan, Inc.		22,960		1,308,491
				2,684,524
METALS & MINING–1.4%
Freeport-McMoRan Copper & Gold, Inc.		25,070		1,326,203
				4,010,727
CONSUMER STAPLES–4.0%
BEVERAGES–1.9%
PepsiCo, Inc.		25,300		1,781,879
FOOD & STAPLES RETAILING–0.6%
Kroger Co. (The)		25,120		622,976
FOOD PRODUCTS–0.5%
Green Mountain Coffee Roasters, Inc.(a)		5,500		490,930
HOUSEHOLD PRODUCTS–1.0%
Colgate-Palmolive Co.		10,890		951,895
				3,847,680
Total Common Stocks (cost $77,057,274)				94,292,350
	Principal Amount (000)
SHORT-TERM INVESTMENTS –1.0%
TIME DEPOSIT–1.0%
State Street Time Deposit 0.01%, 7/01/11 (cost $933,128)	$	933		933,128
TOTAL INVESTMENTS–99.9% (cost $77,990,402)				95,225,478
Other assets less liabilities–0.1%				134,218
NET ASSETS–100.0%			$	95,359,696

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $77,990,402)	$	95,225,478
Receivable for investment securities sold		657,933
Dividends and interest receivable		64,309
Receivable for capital stock sold		13,337
Total assets		95,961,057
LIABILITIES
Payable for investment securities purchased		379,296
Payable for capital stock redeemed		73,532
Advisory fee payable		57,574
Administrative fee payable		22,095
Distribution fee payable		11,966
Transfer Agent fee payable		138
Accrued expenses		56,760
Total liabilities		601,361
NET ASSETS	$	95,359,696
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,518
Additional paid-in capital		100,943,188
Accumulated net investment loss		(61,743	)
Accumulated net realized loss on investment and foreign currency transactions		(22,761,343	)
Net unrealized appreciation on investments		17,235,076
	$	95,359,696

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	35,939,152		1,673,016	$	21.48
B	$	59,420,544		2,844,712	$	20.89

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $2,530)	$	500,523
Interest		31
		500,554
EXPENSES
Advisory fee (see Note B)		367,079
Distribution fee—Class B		76,279
Transfer agency—Class A		603
Transfer agency—Class B		997
Administrative		37,661
Custodian		36,910
Audit		17,376
Legal		17,033
Printing		4,217
Directors’ fees		2,124
Miscellaneous		2,018
Total expenses		562,297
Net investment loss		(61,743	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		9,739,762
Foreign currency transactions		(66	)
Net change in unrealized appreciation/depreciation of investments		(3,385,214	)
Net gain on investment and foreign currency transactions		6,354,482
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,292,739

See notes to financial statements.

6

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(61,743	)	$	(5,560	)
Net realized gain on investment and foreign currency transactions		9,739,696			10,809,093
Net change in unrealized appreciation/depreciation of investments		(3,385,214	)		2,375,881
Net increase in net assets from operations		6,292,739			13,179,414
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(100,364	)
Class B		–0	–		(31,535	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,455,976	)		(15,840,326	)
Total decrease		(3,163,237	)		(2,792,811	)
NET ASSETS
Beginning of period		98,522,933			101,315,744
End of period (including accumulated net investment loss of ($61,743) and undistributed net investment income of $0, respectively)	$	95,359,696		$	98,522,933

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks

$

94,292,350

$

–0

–

$

–0

–

$

94,292,350

Short-Term Investments

–0

–

933,128

–0

–

933,128

Total Investments in Securities

94,292,350

933,128

–0

–

95,225,478

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

94,292,350

$

933,128

$

–0

–

$

95,225,478

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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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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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $37,661.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $40,326, of which $107 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	40,573,737		$	50,497,117
U.S. government securities		–0	–		–0	–

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AllianceBernstein Variable Products Series Fund

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

Gross unrealized appreciation	$	17,905,087
Gross unrealized depreciation		(670,011	)
Net unrealized appreciation	$	17,235,076

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		13,458			17,596		$	286,284		$	315,037
Shares issued in reinvestment of dividends		–0	–		5,493			–0	–		100,364
Shares redeemed		(186,340	)		(338,612	)		(3,954,795	)		(6,105,636	)
Net decrease		(172,882	)		(315,523	)	$	(3,668,511	)	$	(5,690,235	)
Class B
Shares sold		65,651			72,251		$	1,348,844		$	1,262,052
Shares issued in reinvestment of dividends		–0	–		1,770			–0	–		31,535
Shares redeemed		(346,734	)		(654,114	)		(7,136,309	)		(11,443,678	)
Net decrease		(281,083	)		(580,093	)	$	(5,787,465	)	$	(10,150,091	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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 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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GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	131,899	$	–0	–
Total taxable distributions		131,899		–0	–
Total distributions paid	$	131,899	$	–0	–

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	–0	–
Accumulated capital and other losses		(31,990,154	)(a)
Unrealized appreciation/(depreciation)		20,109,406	(b)
Total accumulated earnings/(deficit)	$	(11,880,748	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward of $31,990,154 of which $14,915,472 expires in the year 2011, $4,526,627 expires in the year 2016 and $12,548,055 expires in the year 2017. During the fiscal year the Portfolio utilized $9,710,821 of capital loss carryforwards, and capital loss carryforwards of $23,345,915 expired at December 31, 2010.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$20.15			$17.56			$13.19			$22.91			$20.27			$20.49
Income From Investment Operations
Net investment income (loss) (a)		.00	(b)		.03			.04			(.04	)		(.05	)		(.04	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.33			2.61			4.33			(9.68	)		2.69			(.18	)
Net increase (decrease) in net asset value from operations		1.33			2.64			4.37			(9.72	)		2.64			(.22	)
Less: Dividends
Dividends from net investment income		–0	–		(.05	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$21.48			$20.15			$17.56			$13.19			$22.91			$20.27
Total Return
Total investment return based on net asset value (c)		6.60	%		15.06	%*		33.13	%*		(42.43	)%*		13.02	%		(1.07	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$35,939			$37,198			$37,948			$33,992			$75,834			$93,459
Ratio to average net assets of:
Expenses		.99	%(d)		1.00	%(e)		1.06	%		.94	%		.90	%		.90	%(e)
Net investment income (loss)		.03	%(d)		.15	%(e)		.28	%		(.22	)%		(.23	)%		(.22	)%(e)
Portfolio turnover rate		41	%		121	%		197	%		103	%		60	%		55	%

See footnote summary on page 14.

13

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$19.62			$17.10			$12.88			$22.42			$19.90			$20.15
Income From Investment Operations
Net investment income (loss) (a)		(.02	)		(.02	)		.01			(.08	)		(.10	)		(.09	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.29			2.55			4.21			(9.46	)		2.62			(.16	)
Net increase (decrease) in net asset value from operations		1.27			2.53			4.22			(9.54	)		2.52			(.25	)
Less: Dividends
Dividends from net investment income		–0	–		(.01	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$20.89			$19.62			$17.10			$12.88			$22.42			$19.90
Total Return
Total investment return based on net asset value (c)		6.47	%		14.80	%*		32.76	%*		(42.55	)%*		12.66	%		(1.24	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$59,421			$61,325			$63,368			$53,248			$121,521			$131,337
Ratio to average net assets of:
Expenses		1.24	%(d)		1.25	%(e)		1.31	%		1.19	%		1.15	%		1.15	%(e)
Net investment income (loss)		(.22	)%(d)		(.10	)%(e)		.04	%		(.47	)%		(.49	)%		(.47	)%(e)
Portfolio turnover rate		41	%		121	%		197	%		103	%		60	%		55	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) 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 Portfolio’s performance for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.22%, 0.41% and 0.03%, respectively.

See notes to financial statements.

14

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 3-5, 2011.

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 2009 and 2010 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

15

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 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 2011 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”) (the Fund’s benchmark since May 1, 2009), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2011 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 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1- and 3-year periods, in the 5th quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio almost matched the Index in the 1-year period and outperformed the Index in the since inception period but lagged the Index in the 3-, 5- and 10-year periods. The directors also reviewed performance information for periods ended March 31, 2011 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large Cap Growth Fund Average and the Index. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review, the directors concluded that the Portfolio’s performance was acceptable, but they determined to continue to monitor it closely. 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, a new benchmark, the Russell 1000 Growth Index, and that the Adviser expected that the Portfolio’s more diversified investment approach would result in improved risk adjusted 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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.

16

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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate 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 also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that several funds in the Expense Group have expense caps. The directors also noted that the Portfolio’s small asset base of $95 million impacted the 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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.

17

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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	99.8	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 $70,235 (0.07% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

18

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
Growth Portfolio	Class A    1.00% Class B    1.25%		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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$	99.8	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		0.525	%		0.750	%

The Adviser also manages AllianceBernstein Growth Fund, Inc. (“Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth Fund, Inc. and what

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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.

19

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

would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Growth Portfolio	Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The 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 (%)
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund A, B-Hedged/Unhedged	0.750

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.⁶ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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
Growth Portfolio		0.750		0.750		5/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)10		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Growth Portfolio		1.003		0.887		12/13		0.805		78/82

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 the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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

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

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

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

20

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.

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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $148,965 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, 2010, the Adviser determined that it made payments in the amount of $462,708 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 $1,385 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 in the future 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, 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.

11 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

21

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

V. POSSIBLE ECONOMIES OF SCALE

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, an independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹² study on advisory fees and various fund characteristics.¹³ 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 $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended February 28, 2011.¹⁷

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		24.89		26.50		23.53		8/13		35/82
3 year		3.67		4.23		4.01		9/12		42/79
5 year		0.83		3.22		3.76		11/11		72/73
10 year		1.34		2.14		1.77		7/10		35/58

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

13 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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 Lipper.

16 The Portfolio’s PG and PU are identical to the Portfolio’s respective EG and EU.

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

22

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)¹⁸ versus its benchmarks.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio21		24.89		3.67		0.83		1.34		7.76		18.61		0.04		10
Russell 1000 Growth Index		24.94		4.11		4.62		1.80		7.51		17.34		0.06		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: May 24, 2011

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 February 28, 2011.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

21 On May 1, 2009, the Portfolio’s benchmark changed from Russell 3000 Index to Russell 1000 Index.

23

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,097.30	$	3.17		0.61	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.77	$	3.06		0.61	%
Class B
Actual	$	1,000	$	1,095.70	$	4.47		0.86	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.53	$	4.31		0.86	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Amgen, Inc.	$	39,006,975		4.0	%
Chevron Corp.		38,739,828		4.0
JPMorgan Chase & Co.		38,536,003		4.0
Microsoft Corp.		36,285,860		3.7
Lorillard, Inc.		32,314,902		3.3
UnitedHealth Group, Inc.		32,278,764		3.3
Exxon Mobil Corp.		26,993,746		2.8
BP PLC (Sponsored ADR)		26,711,299		2.8
Gilead Sciences, Inc.		26,220,812		2.7
Comcast Corp.—Class A		25,516,367		2.6
	$	322,604,556		33.2	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Health Care	$	188,060,935		19.5	%
Financials		167,773,109		17.4
Energy		144,247,316		14.9
Information Technology		141,469,017		14.6
Industrials		97,009,591		10.0
Consumer Discretionary		84,146,743		8.7
Consumer Staples		80,756,844		8.4
Telecommunication Services		40,730,868		4.2
Materials		3,861,650		0.4
Utilities		3,661,464		0.4
Short-Term Investments		14,737,999		1.5
Total Investments	$	966,455,536		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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 & 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

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.9%
HEALTH CARE–19.3%
BIOTECHNOLOGY–6.7%
Amgen, Inc.(a)		668,500	$	39,006,975
Gilead Sciences, Inc.(a)		633,200		26,220,812
				65,227,787
HEALTH CARE PROVIDERS & SERVICES–6.1%
AmerisourceBergen Corp.–Class A		196,110		8,118,954
Cardinal Health, Inc.		84,180		3,823,456
HCA Holdings, Inc.(a)		473,977		15,641,241
UnitedHealth Group, Inc.		625,800		32,278,764
				59,862,415
LIFE SCIENCES TOOLS & SERVICES–1.2%
Covance, Inc.(a)		195,249		11,591,933
PHARMACEUTICALS–5.3%
Abbott Laboratories		162,800		8,566,536
Endo Pharmaceuticals Holdings, Inc.(a)		95,175		3,823,180
Forest Laboratories, Inc.(a)		137,574		5,412,161
Merck & Co., Inc.		515,489		18,191,607
Pfizer, Inc.		746,860		15,385,316
				51,378,800
				188,060,935
FINANCIALS–17.3%
CAPITAL MARKETS–3.8%
BlackRock, Inc.–Class A		63,350		12,151,163
Franklin Resources, Inc.		56,900		7,470,401
Goldman Sachs Group, Inc. (The)		81,300		10,820,217
State Street Corp.		143,020		6,448,772
				36,890,553
COMMERCIAL BANKS–1.3%
PNC Financial Services Group, Inc.		93,770		5,589,630
Wells Fargo & Co.		257,600		7,228,256
				12,817,886
DIVERSIFIED FINANCIAL SERVICES–5.4%
IntercontinentalExchange, Inc.(a)		111,700		13,930,107
JPMorgan Chase & Co.		941,280		38,536,003
				52,466,110
INSURANCE–6.8%
ACE Ltd.		242,670		15,972,539
Axis Capital Holdings Ltd.		387,901		12,009,415
Loews Corp.		166,920		7,025,663
MetLife, Inc.		501,702		22,009,667
Travelers Cos., Inc. (The)		146,990		8,581,276
				65,598,560
				167,773,109

Company	Shares		U.S. $ Value
ENERGY–14.8%
ENERGY EQUIPMENT & SERVICES–2.1%
Helmerich & Payne, Inc.		124,700	$	8,245,164
Oceaneering International, Inc.		296,140		11,993,670
				20,238,834
OIL, GAS & CONSUMABLE FUELS–12.7%
BP PLC (Sponsored ADR)		603,100		26,711,299
Chevron Corp.		376,700		38,739,828
Devon Energy Corp.		190,500		15,013,305
Energen Corp.		136,700		7,723,550
Exxon Mobil Corp.		331,700		26,993,746
Occidental Petroleum Corp.		84,840		8,826,754
				124,008,482
				144,247,316
INFORMATION TECHNOLOGY–14.5%
COMPUTERS & PERIPHERALS–1.9%
Apple, Inc.(a)		57,300		19,233,891
IT SERVICES–3.2%
Accenture PLC		126,773		7,659,625
Amdocs Ltd.(a)		202,800		6,163,092
International Business Machines Corp.		99,600		17,086,380
				30,909,097
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.9%
Fairchild Semiconductor International, Inc.(a)		325,900		5,445,789
Marvell Technology Group Ltd.(a)		1,546,258		22,830,499
				28,276,288
SOFTWARE–6.5%
Activision Blizzard, Inc.		771,513		9,011,272
MICROS Systems, Inc.(a)		76,220		3,788,896
Microsoft Corp.		1,395,610		36,285,860
Oracle Corp.		424,300		13,963,713
				63,049,741
				141,469,017
INDUSTRIALS–10.0%
AEROSPACE & DEFENSE–3.4%
Honeywell International, Inc.		134,605		8,021,112
L-3 Communications Holdings, Inc.		75,960		6,642,702
Raytheon Co.		370,970		18,492,854
				33,156,668
CONSTRUCTION & ENGINEERING–0.8%
URS Corp.(a)		170,600		7,632,644

3

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

Company	Shares		U.S. $ Value
ELECTRICAL EQUIPMENT–1.2%
AMETEK, Inc.		173,700	$	7,799,130
Hubbell, Inc.–Class B		60,920		3,956,754
				11,755,884
INDUSTRIAL CONGLOMERATES–2.0%
General Electric Co.		1,015,900		19,159,874
MACHINERY–1.3%
Dover Corp.		133,100		9,024,180
Joy Global, Inc.		38,985		3,712,931
				12,737,111
ROAD & RAIL–1.3%
Norfolk Southern Corp.		167,722		12,567,410
				97,009,591
CONSUMER DISCRETIONARY–8.7%
HOUSEHOLD DURABLES–0.6%
Harman International Industries, Inc.		127,500		5,810,175
INTERNET & CATALOG RETAIL–1.4%
Liberty Media Corp.–Interactive(a)		802,695		13,461,195
LEISURE EQUIPMENT & PRODUCTS–0.7%
Mattel, Inc.		263,119		7,233,141
MEDIA–4.0%
Comcast Corp.–Class A		1,006,960		25,516,367
Interpublic Group of Cos., Inc. (The)		727,738		9,096,725
Time Warner, Inc.		103,406		3,760,876
				38,373,968
MULTILINE RETAIL–0.4%
Kohl’s Corp.		74,110		3,706,241
SPECIALTY RETAIL–1.6%
GameStop Corp.–Class A(a)		225,300		6,008,751
Lowe’s Cos., Inc.		164,200		3,827,502
TJX Cos., Inc.		109,000		5,725,770
				15,562,023
				84,146,743

Company	Shares		U.S. $ Value
CONSUMER STAPLES–8.3%
FOOD & STAPLES RETAILING–3.3%
CVS Caremark Corp.		432,917	$	16,269,021
Kroger Co. (The)		643,628		15,961,974
				32,230,995
FOOD PRODUCTS–0.4%
ConAgra Foods, Inc.		161,655		4,172,316
TOBACCO–4.6%
Lorillard, Inc.		296,821		32,314,902
Philip Morris International, Inc.		180,300		12,038,631
				44,353,533
				80,756,844
TELECOMMUNICATION SERVICES–4.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.2%
AT&T, Inc.		755,900		23,742,819
Verizon Communications, Inc.		456,300		16,988,049
				40,730,868
MATERIALS–0.4%
CHEMICALS–0.4%
Solutia, Inc.(a)		169,000		3,861,650
UTILITIES–0.4%
MULTI-UTILITIES–0.4%
DTE Energy Co.		73,200		3,661,464
Total Common Stocks (cost $816,708,638)				951,717,537
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.5%
TIME DEPOSIT–1.5%
State Street Time Deposit 0.01%, 7/01/11 (cost $14,737,999)		$  14,738		14,737,999
TOTAL INVESTMENTS–99.4% (cost $831,446,637)				966,455,536
Other assets less liabilities–0.6%				5,880,288
NET ASSETS–100.0%			$	972,335,824

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $831,446,637)	$	966,455,536
Receivable for investment securities sold		10,897,956
Dividends and interest receivable		865,499
Receivable for capital stock sold		136,053
Total assets		978,355,044
LIABILITIES
Payable for investment securities purchased		4,064,248
Payable for capital stock redeemed		1,003,968
Advisory fee payable		444,714
Distribution fee payable		164,678
Administrative fee payable		20,710
Transfer Agent fee payable		130
Accrued expenses		320,772
Total liabilities		6,019,220
NET ASSETS	$	972,335,824
COMPOSITION OF NET ASSETS
Capital stock, at par	$	52,611
Additional paid-in capital		1,149,687,583
Undistributed net investment income		6,071,727
Accumulated net realized loss on investment transactions		(318,484,996	)
Net unrealized appreciation on investments		135,008,899
	$	972,335,824

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	157,206,259		8,440,242	$	18.63
B	$	815,129,565		44,170,823	$	18.45

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	10,253,469
Interest		68,775
		10,322,244
EXPENSES
Advisory fee (see Note B)		2,792,662
Distribution fee—Class B		1,020,252
Transfer agency—Class A		912
Transfer agency—Class B		3,740
Printing		116,071
Custodian		75,691
Administrative		36,279
Legal		18,229
Audit		17,355
Directors’ fees		1,817
Miscellaneous		12,334
Total expenses		4,095,342
Net investment income		6,226,902
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		81,786,507
Net change in unrealized appreciation/depreciation of investments		4,345,748
Net gain on investment transactions		86,132,255
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	92,359,157

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	6,226,902		$	10,942,467
Net realized gain on investment transactions		81,786,507			96,916,273
Net change in unrealized appreciation/depreciation of investments		4,345,748			9,255,997
Net increase in net assets from operations		92,359,157			117,114,737
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,574,136	)		–0	–
Class B		(8,523,506	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(116,161,023	)		(162,497,663	)
Total decrease		(34,899,508	)		(45,382,926	)
NET ASSETS
Beginning of period		1,007,235,332			1,052,618,258
End of period (including undistributed net investment income of $6,071,727 and $10,942,467, respectively)	$	972,335,824		$	1,007,235,332

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks

$

951,717,537

$

–0

–

$

–0

–

$

951,717,537

Short-Term Investments

–0

–

14,737,999

–0

–

14,737,999

Total Investments in Securities

951,717,537

14,737,999

–0

–

966,455,536

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

951,717,537

$

14,737,999

$

–0

–

$

966,455,536

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,279.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $521,585, of which $0 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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.

10

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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	264,139,680		$	377,350,777
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	$	146,956,580
Gross unrealized depreciation		(11,947,681	)
Net unrealized appreciation	$	135,008,899

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		235,162			629,632		$	4,282,023		$	9,952,979
Shares issued in reinvestment of dividends		136,486			–0	–		2,574,137			–0	–
Shares redeemed		(3,653,998	)		(3,055,947	)		(65,978,713	)		(46,792,122	)
Net decrease		(3,282,350	)		(2,426,315	)	$	(59,122,553	)	$	(36,839,143	)
Class B
Shares sold		996,870			1,401,841		$	18,012,324		$	21,636,957
Shares issued in reinvestment of dividends		456,046			–0	–		8,523,506			–0	–
Shares redeemed		(4,636,442	)		(9,574,652	)		(83,574,300	)		(147,295,477	)
Net decrease		(3,183,526	)		(8,172,811	)	$	(57,038,470	)	$	(125,658,520	)

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GROWTH & 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 involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010			2009
Distributions paid from:
Ordinary income	$	–0	–	$	36,230,334
Total taxable distributions		–0	–		36,230,334
Total distributions paid	$	–0	–	$	36,230,334

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	10,942,467
Accumulated capital and other losses		(394,968,493	)(a)
Unrealized appreciation/(depreciation)		125,360,141	(b)
Total accumulated earnings/(deficit)	$	(258,665,885	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $394,968,493 of which $157,399,309 expires in the year 2016 and $237,569,184 expires in the year 2017. During the fiscal year, the Portfolio utilized capital loss carryforwards of $84,929,373.

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

12

AllianceBernstein Variable Products Series Fund

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

13

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.19			$15.20			$13.10			$26.82			$27.19			$24.88
Income From Investment Operations
Net investment income (a)		.13			.20			.21			.30			.39			.36
Net realized and unrealized gain (loss) on investment transactions		1.55			1.79			2.47			(9.77	)		.97			3.66
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		.06			–0	–
Net increase (decrease) in net asset value from operations		1.68			1.99			2.68			(9.47	)		1.42			4.02
Less: Dividends and Distributions
Dividends from net investment income		(.24	)		–0	–		(.58	)		(.45	)		(.41	)		(.37	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(3.80	)		(1.38	)		(1.34	)
Total dividends and distributions		(.24	)		–0	–		(.58	)		(4.25	)		(1.79	)		(1.71	)
Net asset value, end of period		$18.63			$17.19			$15.20			$13.10			$26.82			$27.19
Total Return
Total investment return based on net asset value (c)		9.73	%*		13.09	%*		20.82	%*		(40.60	)%*		5.12	%**		17.29	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$157,206			$201,521			$215,085			$211,920			$456,159			$529,732
Ratio to average net assets of:
Expenses		.61	%(d)		.63	%(e)		.63	%		.62	%		.59	%		.61	%(e)
Net investment income		1.43	%(d)		1.30	%(e)		1.58	%		1.61	%		1.43	%		1.42	%(e)
Portfolio turnover rate		27	%		66	%		125	%		184	%		74	%		60	%

See footnote summary on page 15.

14

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.01			$15.08			$12.97			$26.55			$26.93			$24.65
Income From Investment Operations
Net investment income (a)		.11			.16			.18			.25			.32			.29
Net realized and unrealized gain (loss) on investment transactions		1.52			1.77			2.42			(9.66	)		.96			3.63
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		.06			–0	–
Net increase (decrease) in net asset value from operations		1.63			1.93			2.60			(9.41	)		1.34			3.92
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		–0	–		(.49	)		(.37	)		(.34	)		(.30	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(3.80	)		(1.38	)		(1.34	)
Total dividends and distributions		(.19	)		–0	–		(.49	)		(4.17	)		(1.72	)		(1.64	)
Net asset value, end of period		$18.45			$17.01			$15.08			$12.97			$26.55			$26.93
Total Return
Total investment return based on net asset value (c)		9.57	%*		12.80	%*		20.35	%*		(40.69	)%*		4.86	%**		16.98	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$815,130			$805,714			$837,533			$819,994			$1,758,210			$2,013,964
Ratio to average net assets of:
Expenses		.86	%(d)		.88	%(e)		.88	%		.87	%		.84	%		.86	%(e)
Net investment income		1.18	%(d)		1.05	%(e)		1.33	%		1.36	%		1.18	%		1.17	%(e)
Portfolio turnover rate		27	%		66	%		125	%		184	%		74	%		60	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) 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 Portfolio’s performance for the six months ended June 30, 2011 and years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.10%, 0.27% 0.54% 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.

15

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 3-5, 2011.

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 2009 and 2010 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.

16

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers 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 2011 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 February 28, 2011 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 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 3- and 5-year periods, and in the 4th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio lagged the Index in all periods. The directors also reviewed performance information for periods ended March 31, 2011 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large Cap Value Funds Average and the Index. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review, the directors concluded that the Portfolio’s relative performance was acceptable.

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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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 a registered investment company with an investment style similar to that of the Portfolio that is 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

17

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

stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 1 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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

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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	1,040.0	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 $72,511 (0.01% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

19

GROWTH & INCOME 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
Growth & Income Portfolio	Class A    0.63%	December 31
	Class B    0.88%

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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth & Income Portfolio	$	1,040.0	Relative Value Schedule		0.278	%		0.550	%
			65 bp on first $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

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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.

20

AllianceBernstein Variable Products Series Fund

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

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory 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		0.550%		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 the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2011 net assets.

Fund	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Eff. Mgmt. Fee (%)		Portfolio Adv. Fee (%)
Growth & Income Portfolio	Client #1	0.30% on first $1 billion		0.298%		0.550%
		0.25% on next $500 million
		0.20% on the balance

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.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolios and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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.⁶ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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/

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 the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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.

21

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

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
Growth & Income Portfolio		0.550		0.687		3/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU⁹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)10		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Growth & Income Portfolio		0.627		0.712		3/12		0.782		3/36

Based on this analysis, the Portfolio has equally favorable rankings on a management fee basis and 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.

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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,976,988 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, 2010, the Adviser determined that it made payments in the amount of $1,530,995 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

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

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

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

22

AllianceBernstein Variable Products Series Fund

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 $1,385 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 in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, an independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹² study on advisory fees and various fund characteristics.¹³ 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 $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

11 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

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

13 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

23

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

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended February 28, 2011.¹⁷

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		20.29		20.40		19.79		7/12		54/125
3 year		–1.32		2.28		0.81		10/10		89/113
5 year		0.83		2.85		1.98		9/10		74/100
10 year		2.44		3.13		2.97		4/6		33/52

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmarks.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth & Income Portfolio		20.29		–1.32		0.83		2.44		8.69		16.49		0.09		10
Russell 1000 Value Index		22.16		–1.17		1.57		4.12		10.55		16.28		0.19		10
Inception Date: January 14, 1991

CONCLUSION:

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

Dated: May 24, 2011

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 Lipper.

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

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

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

19 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2011.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2011

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”) website 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 website 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	990.20	$	4.69		0.95	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.08	$	4.76		0.95	%
Class B
Actual	$	1,000	$	988.80	$	5.92		1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.84	$	6.01		1.20	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Denbury Resources, Inc.	$	6,718,000		3.4	%
Green Dot Corp.		5,053,778		2.5
Freeport-McMoRan Copper & Gold, Inc.		4,374,830		2.2
Barrick Gold Corp.		4,270,847		2.2
Juniper Networks, Inc.		4,254,232		2.1
Greenhill & Co., Inc.		4,041,882		2.0
Netlogic Microsystems, Inc.		4,034,441		2.0
Occidental Petroleum Corp.		3,995,136		2.0
Noble Energy, Inc.		3,827,201		1.9
Illumina, Inc.		3,760,882		1.9
	$	44,331,229		22.2	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	39,967,600		20.0	%
Financials		36,570,521		18.3
Energy		29,008,436		14.5
Consumer Discretionary		28,470,899		14.2
Materials		24,225,222		12.1
Industrials		20,199,037		10.1
Health Care		14,874,661		7.4
Consumer Staples		4,376,972		2.2
Options Purchased—Calls		780,360		0.4
Short-Term Investments		1,596,221		0.8
Total Investments	$	200,069,929		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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 & 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

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	118,292,498		59.1	%
Japan		20,992,888		10.5
China		13,619,880		6.8
Canada		11,330,477		5.7
Hong Kong		7,984,612		4.0
Indonesia		4,396,351		2.2
Germany		3,942,337		2.0
India		3,208,996		1.6
Australia		2,472,110		1.2
Mongolia		2,410,609		1.2
South Africa		2,348,445		1.2
Thailand		1,910,753		1.0
Israel		1,905,350		0.9
Other		3,658,402		1.8
Short-Term Investments		1,596,221		0.8
Total Investments	$	200,069,929		100.0	%

* All data are as of June 30, 2011. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 0.9% or less in the following countries: Argentina and Brazil.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.0%
INFORMATION TECHNOLOGY–20.0%
COMMUNICATIONS EQUIPMENT–3.5%
Juniper Networks, Inc.(a)		135,055	$	4,254,232
QUALCOMM, Inc.		48,400		2,748,636
				7,002,868
COMPUTERS & PERIPHERALS–3.3%
Apple, Inc.(a)		7,855		2,636,688
Silicon Graphics International Corp.(a)		44,841		771,265
Toshiba Corp.		599,000		3,158,135
				6,566,088
INTERNET SOFTWARE & SERVICES–4.7%
Cornerstone OnDemand, Inc.(a)		131,418		2,319,528
LinkedIn Corp.(a)		12,506		1,126,665
MercadoLibre, Inc.		22,800		1,808,952
Rackspace Hosting, Inc.(a)		48,519		2,073,702
Tencent Holdings Ltd.		72,800		1,988,766
				9,317,613
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.7%
Cree, Inc.(a)		71,250		2,393,288
Netlogic Microsystems, Inc.(a)		99,813		4,034,441
NVIDIA Corp.(a)		192,800		3,072,268
				9,499,997
SOFTWARE–3.8%
Intuit, Inc.(a)		41,800		2,167,748
Red Hat, Inc.(a)		63,700		2,923,830
Salesforce.com, Inc.(a)		16,710		2,489,456
				7,581,034
				39,967,600
FINANCIALS–18.3%
CAPITAL MARKETS–2.0%
Greenhill & Co., Inc.		75,100		4,041,882
COMMERCIAL BANKS–3.2%
Bank Rakyat Indonesia Persero Tbk PT		2,665,500		2,027,500
BOC Hong Kong Holdings Ltd.		857,500		2,492,339
Siam Commercial Bank PCL		528,900		1,910,753
				6,430,592
CONSUMER FINANCE–3.7%
Green Dot Corp.(a)		148,728		5,053,778
SKS Microfinance Ltd.(a)		294,769		2,278,256
				7,332,034

Company	Shares		U.S. $ Value
DIVERSIFIED FINANCIAL SERVICES–1.6%
CME Group, Inc.–Class A		10,610	$	3,093,770
REAL ESTATE INVESTMENT TRUSTS (REITS)–1.8%
Weyerhaeuser Co.		165,537		3,618,639
REAL ESTATE MANAGEMENT & DEVELOPMENT–6.0%
BR Malls Participacoes SA		161,700		1,849,450
Ciputra Development Tbk PT(a)		47,096,000		2,368,851
Guangzhou R&F Properties Co., Ltd.		1,705,200		2,343,030
Hang Lung Group Ltd.		330,000		2,095,397
Sun Hung Kai Properties Ltd.		233,000		3,396,876
				12,053,604
				36,570,521
ENERGY–14.5%
ENERGY EQUIPMENT & SERVICES–3.2%
Nabors Industries Ltd.(a)		133,650		3,293,136
Schlumberger Ltd.		35,800		3,093,120
				6,386,256
OIL, GAS & CONSUMABLE FUELS–11.3%
Cameco Corp.		133,643		3,525,199
Denbury Resources, Inc.(a)		335,900		6,718,000
Kinder Morgan, Inc./Delaware(a)		72,556		2,084,534
Noble Energy, Inc.		42,700		3,827,201
Occidental Petroleum Corp.		38,400		3,995,136
Paladin Energy Ltd.(a)		906,900		2,472,110
				22,622,180
				29,008,436
CONSUMER DISCRETIONARY–14.3%
AUTO COMPONENTS–1.5%
Johnson Controls, Inc.		72,000		2,999,520
AUTOMOBILES–3.5%
Tesla Motors, Inc.(a)		92,093		2,682,669
Toyota Motor Corp. (Sponsored ADR)		26,300		2,167,646
Volkswagen AG (Preference Shares)		9,986		2,065,061
				6,915,376
HOTELS, RESTAURANTS & LEISURE–2.2%
Ajisen China Holdings Ltd.		785,000		1,638,381
Ctrip.com International Ltd. (ADR)(a)		61,900		2,666,652
				4,305,033

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HOUSEHOLD DURABLES–1.0%
Rinnai Corp.		27,500	$	1,985,901
INTERNET & CATALOG RETAIL–3.8%
Amazon.com, Inc.(a)		14,440		2,952,835
NetFlix, Inc.(a)		10,340		2,716,215
Rakuten, Inc.		1,847		1,911,690
				7,580,740
MEDIA–1.0%
Walt Disney Co. (The)		51,700		2,018,368
SPECIALTY RETAIL–1.3%
Zhongsheng Group Holdings Ltd.		1,217,000		2,665,961
				28,470,899
MATERIALS–12.1%
CHEMICALS–3.6%
Linde AG		10,700		1,877,276
Monsanto Co.		39,900		2,894,346
Stella Chemifa Corp.		71,000		2,514,438
				7,286,060
METALS & MINING–8.5%
Agnico-Eagle Mines Ltd.		55,900		3,534,431
Barrick Gold Corp.		94,300		4,270,847
Freeport-McMoRan Copper & Gold, Inc.		82,700		4,374,830
Impala Platinum Holdings Ltd.		87,030		2,348,445
Mongolian Mining Corp.(a)		1,949,500		2,410,609
				16,939,162
				24,225,222
INDUSTRIALS–10.1%
CONSTRUCTION & ENGINEERING–1.4%
Shaw Group, Inc. (The)(a)		91,500		2,764,215
ELECTRICAL EQUIPMENT–5.4%
A123 Systems, Inc.(a)		595,600		3,168,592
Babcock & Wilcox Co. (The)(a)		109,700		3,039,787
Emerson Electric Co.		18,500		1,040,625
Mitsubishi Electric Corp.		301,000		3,496,446
				10,745,450
INDUSTRIAL CONGLOMERATES–0.4%
Jaiprakash Associates Ltd.		512,202		930,740
MACHINERY–1.9%
Fanuc Corp.		16,800		2,809,346
Komatsu Ltd.		31,500		983,529
				3,792,875
TRADING COMPANIES & DISTRIBUTORS–1.0%
Mitsubishi Corp.		78,700		1,965,757
				20,199,037

Company	Shares		U.S. $ Value
HEALTH CARE–7.5%
BIOTECHNOLOGY–2.5%
Cepheid, Inc.(a)		59,600	$	2,064,544
Genomic Health, Inc.(a)		104,412		2,914,139
				4,978,683
HEALTH CARE EQUIPMENT & SUPPLIES–1.0%
Given Imaging Ltd.(a)		93,629		1,905,350
HEALTH CARE TECHNOLOGY–1.1%
athenahealth, Inc.(a)		55,822		2,294,284
LIFE SCIENCES TOOLS & SERVICES–2.9%
Covance, Inc.(a)		32,600		1,935,462
Illumina, Inc.(a)		50,045		3,760,882
				5,696,344
				14,874,661
CONSUMER STAPLES–2.2%
BEVERAGES–1.0%
Heckmann Corp.(a)		341,040		2,059,882
FOOD PRODUCTS–1.2%
Besunyen Holdings Co.		6,659,000		2,317,090
				4,376,972
Total Common Stocks (cost $184,394,357)				197,693,348
	Contracts
OPTIONS PURCHASED-CALLS–0.4%
UTILITIES–0.4%
Market Vectors Gold Miners Expiration: Jan ‘12, Exercise Price: $65.0(a)(b)		2,880		423,360
SPDR S&P Homebuilders ETF Expiration: Jan ‘12, Exercise Price: $20.0(a)(b)		6,000		357,000
Total Options Purchased-Calls (cost $1,770,285)				780,360
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.8%
TIME DEPOSIT–0.8%
State Street Time Deposit 0.01%, 7/01/11 (cost $1,596,221)	$	1,596		1,596,221
TOTAL INVESTMENTS–100.2% (cost $187,760,863)				200,069,929
Other assets less liabilities–(0.2)%				(484,098	)
NET ASSETS–100.0%			$	199,585,831

5

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Royal Bank of Scotland PLC:
Euro settling 7/15/11		9,925	$	14,295,176	$	14,388,731	$	93,555
Great British Pound settling 7/15/11		6,943		11,327,227		11,141,808		(185,419	)
UBS AG:
Canadian Dollar settling 7/15/11		4,248		4,431,041		4,403,478		(27,563	)
Westpack Banking Corp.:
Australian Dollar settling 7/15/11		3,715		3,866,739		3,979,478		112,739
Sale Contracts:
BNP Paribas SA:
Japanese Yen settling 7/15/11		69,323		815,910		861,143		(45,233	)

(a) Non-income producing security.

(b) One contract relates to 100 shares.

Glossary:

ADR—American Depositary Receipt

AMBAC—Ambac Assurance Corporation

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $187,760,863)	$	200,069,929
Foreign currencies, at value (cost $273,550)		278,827
Receivable for investment securities sold		626,695
Unrealized appreciation of forward currency exchange contracts		206,294
Dividends and interest receivable		146,473
Receivable for capital stock sold		85,366
Total assets		201,413,584
LIABILITIES
Payable for investment securities purchased		593,378
Payable for capital stock redeemed		593,189
Unrealized depreciation of forward currency exchange contracts		258,215
Advisory fee payable		121,613
Printing fee payable		116,563
Distribution fee payable		28,157
Administrative fee payable		20,716
Transfer Agent fee payable		133
Accrued expenses and other liabilities		95,789
Total liabilities		1,827,753
NET ASSETS	$	199,585,831
COMPOSITION OF NET ASSETS
Capital stock, at par	$	10,585
Additional paid-in capital		235,369,304
Distributions in excess of net investment income		(272,872	)
Accumulated net realized loss on investment and foreign currency transactions		(47,722,258	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		12,201,072
	$	199,585,831

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	60,529,869		3,156,706	$	19.18
B	$	139,055,962		7,427,931	$	18.72

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $54,845)	$	1,000,789
Interest		82
		1,000,871
EXPENSES
Advisory fee (see Note B)		778,333
Distribution fee—Class B		178,560
Transfer agency—Class A		889
Transfer agency—Class B		1,963
Custodian		63,285
Printing		56,483
Administrative		36,309
Legal		17,986
Audit		17,500
Directors’ fees		1,913
Miscellaneous		8,767
Total expenses		1,161,988
Net investment loss		(161,117	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		23,841,473	(a)
Foreign currency transactions		1,467,599
Net change in unrealized appreciation/depreciation of:
Investments		(27,716,387	)(b)
Foreign currency denominated assets and liabilities		286,282
Net loss on investment and foreign currency transactions		(2,121,033	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,282,150	)

(a) Net of foreign capital gains taxes of $36,357.

(b) Net of increase in accrued foreign capital gains taxes of $9,435.

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(161,117	)	$	990,127
Net realized gain on investment and foreign currency transactions		25,309,072			29,044,761
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(27,430,105	)		1,878,531
Net increase (decrease) in net assets from operations		(2,282,150	)		31,913,419
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(340,972	)		(1,299,618	)
Class B		(451,814	)		(2,657,481	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(5,290,497	)		(26,899,489	)
Total increase (decrease)		(8,365,433	)		1,056,831
NET ASSETS
Beginning of period		207,951,264			206,894,433
End of period (including distributions in excess of net investment income of ($272,872) and undistributed net investment income of $681,031, respectively)	$	199,585,831		$	207,951,264

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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. The U.S. GAAP disclosure requirements establish 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

10

AllianceBernstein Variable Products Series Fund

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 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, 2011:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks
Information Technology	$	34,820,699		$	5,146,901		$	–0	–	$	39,967,600
Financials		17,657,519			17,002,249			1,910,753			36,570,521
Energy		26,536,326			2,472,110			–0	–		29,008,436
Consumer Discretionary		18,203,905			10,266,994			–0	–		28,470,899
Materials		15,074,454			9,150,768			–0	–		24,225,222
Industrials		10,013,219			10,185,818			–0	–		20,199,037
Health Care		14,874,661			–0	–		–0	–		14,874,661
Consumer Staples		2,059,882			2,317,090			–0	–		4,376,972
Options Purchased—Calls		–0	–		780,360			–0	–		780,360
Short-Term Investments		–0	–		1,596,221			–0	–		1,596,221
Total Investments in Securities		139,240,665			58,918,511	+		1,910,753			200,069,929
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		206,294			–0	–		206,294
Liabilities:
Forward Currency Exchange Contracts		–0	–		(258,215	)		–0	–		(258,215	)
Total	$	139,240,665		$	58,866,590		$	1,910,753		$	200,018,008

* 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.

11

GLOBAL THEMATIC GROWTH 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. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

	Financials			Total
Balance as of 12/31/10	$	2,085,450		$	2,085,450
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		211,299			211,299
Change in unrealized appreciation/depreciation		37,950			37,950
Purchases		876,004			876,004
Sales		(1,299,950	)		(1,299,950	)
Transfers into Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/11	$	1,910,753		$	1,910,753
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	37,950		$	37,950

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

12

AllianceBernstein Variable Products Series Fund

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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,309.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $346,248, of which $58 and $29, 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	187,479,860		$	192,807,964
U.S. government securities		–0	–		–0	–

13

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

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

Gross unrealized appreciation	$	23,401,803
Gross unrealized depreciation		(11,092,737	)
Net unrealized appreciation	$	12,309,066

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 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 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.

During the six months ended June 30, 2011, the Portfolio held foreign currency exchange contracts for hedging and non-hedging purposes.

• 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, 2011, the Portfolio had no transactions in written options.

14

AllianceBernstein Variable Products Series Fund

During the six months ended June 30, 2011, the Portfolio held purchased options for non-hedging purposes.

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	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	$	206,294	Unrealized depreciation of forward currency exchange contracts	$	258,215
Equity contracts	Investments in securities, at value		780,360
Total		$	986,654		$	258,215

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,528,169		$	289,862
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(210,301	)		(1,031,799	)
Total		$	1,317,868		$	(741,937	)

For the six months ended June 30, 2011, the average monthly principal amount of foreign currency exchange contracts was $33,064,671 and the average monthly cost of purchased options contracts was $1,441,079.

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 other 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).

15

GLOBAL THEMATIC GROWTH 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		150,248			433,517		$	2,951,083		$	7,476,983
Shares issued in reinvestment of dividends		17,100			79,731			340,972			1,299,618
Shares redeemed		(415,633	)		(1,013,802	)		(8,134,164	)		(16,782,505	)
Net decrease		(248,285	)		(500,554	)	$	(4,842,109	)	$	(8,005,904	)
Class B
Shares sold		767,804			909,999		$	14,800,488		$	15,228,144
Shares issued in reinvestment of dividends		23,194			166,823			451,814			2,657,481
Shares redeemed		(820,677	)		(2,281,874	)		(15,700,690	)		(36,779,210	)
Net decrease		(29,679	)		(1,205,052	)	$	(448,388	)	$	(18,893,585	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

16

AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	3,957,099	$	–0	–
Total taxable distributions		3,957,099		–0	–
Total distributions paid	$	3,957,099	$	–0	–

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	741,560
Accumulated capital and other losses		(70,385,943	)(a)
Unrealized appreciation/(depreciation)		36,925,261	(b)
Total accumulated earnings/(deficit)	$	(32,719,122	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward of $69,983,631 of which $21,233,397 expires in the year 2011, $29,949,674 expires in the year 2016 and $18,800,560 expires in the year 2017. During the fiscal year the Portfolio utilized $29,683,730 of capital loss carryforwards and $142,624,480 of capital loss carryforwards expired in the current fiscal year. For the year ended December 31, 2010, the Portfolio deferred to January 1, 2011 post-October currency losses of $402,312.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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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,  2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$19.47			$16.73			$10.90			$20.71			$17.23			$15.86
Income From Investment Operations
Net investment income (loss) (a)		.00	(b)		.12			.07			.00	(b)		(.03	)		(.05	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.19	)		2.98			5.76			(9.81	)		3.51			1.42
Contributions from Adviser		–0	–		–0	–		.00	(b)		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		(.19	)		3.10			5.83			(9.81	)		3.48			1.37
Less: Dividends
Dividends from net investment income		(.10	)		(.36	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$19.18			$19.47			$16.73			$10.90			$20.71			$17.23
Total Return
Total investment return based on net asset value (c)		(.98	)%*		18.93	%*		53.49	%*†		(47.37	)%*		20.20	%		8.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$60,530			$66,302			$65,358			$39,933			$93,919			$86,819
Ratio to average net assets of:
Expenses		.95	%(d)		.99	%(e)		1.00	%		.93	%		.93	%		.92	%(e)
Net investment income (loss)		.01	%(d)		.69	%(e)		.52	%		.00	%(f)		(.15	)%		(.30	)%(e)
Portfolio turnover rate		90	%		117	%		215	%		141	%		132	%		117	%

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,  2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$18.99			$16.34			$10.67			$20.31			$16.94			$15.63
Income From Investment Operations
Net investment income (loss) (a)		(.02	)		.07			.04			(.04	)		(.07	)		(.09	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.19	)		2.90			5.63			(9.60	)		3.44			1.40
Contributions from Adviser		–0	–		–0	–		.00	(b)		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		(.21	)		2.97			5.67			(9.64	)		3.37			1.31
Less: Dividends
Dividends from net investment income		(.06	)		(.32	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$18.72			$18.99			$16.34			$10.67			$20.31			$16.94
Total Return
Total investment return based on net asset value (c)		(1.12	)%*		18.58	%*		53.14	%*†		(47.46	)%*		19.89	%		8.38	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$139,056			$141,649			$141,536			$84,880			$191,474			$177,350
Ratio to average net assets of:
Expenses		1.20	%(d)		1.24	%(e)		1.25	%		1.18	%		1.17	%		1.18	%(e)
Net investment income (loss)		(.23	)%(d)		.44	%(e)		.27	%		(.24	)%		(.40	)%		(.55	)%(e)
Portfolio turnover rate		90	%		117	%		215	%		141	%		132	%		117	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) Annualized.

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

(f) Amount is less than .005%.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2011 and years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.01%, 0.04%, 0.15% and 0.03%, respectively.

† Includes the impact of reimbursements from the Adviser, which enhanced the Portfolio’s performance for the year ended December 31, 2009 by 0.01%.

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 3-5, 2011.

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 2009 and 2010 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

20

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 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 2011 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 (AC) World Index (the “MSCI AC World Index”) and the MSCI World Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2011 and (in the case of comparisons with the MSCI World Index) the since inception period (January 1996 inception). The directors noted that the Portfolio was 2nd out of 3 of the Performance Group and in the 2nd quintile of the Performance Universe for the 1- and 5-year periods, 1st out of 3 of the Performance Group and in the 2nd quintile of the Performance Universe for the 3-year period, and 2nd out of 2 of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the MSCI AC World Index in the 1-, 3- and 5-year periods but lagged that index in the 10-year period, and outperformed the MSCI World Index in the 1-, 3- and 5-year and the since inception periods but lagged that index in the 10-year period. Based on their review, the directors concluded that the Portfolio’s relative performance was satisfactory. 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 AC 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.

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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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 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.

21

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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 4 basis point impact of the administrative expense reimbursement in the latest fiscal year, was essentially the same as the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group median and higher 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

22

GLOBAL 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 Thematic Growth 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	215.8	Global Thematic Growth Portfolio

1 It should be noted that the information in the fee summary was completed on April 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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 Prior to May 1, 2009, the Portfolio was known as AllianceBernstein Global Technology Portfolio. In addition, the Portfolio’s non-fundamental policy was changed on May 1, 2009 to allow the Portfolio to pursue a broader mandate across multiple sectors worldwide.

23

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

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 $70,917 (0.04% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio			Fiscal Year
Global Thematic Growth Portfolio	Class A Class B	0.99 1.24	%  %	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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2011 net assets:⁵

Portfolio	Net Assets 03/31/11 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$215.8	Global Thematic Research 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		0.493	%		0.750	%

4 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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.

24

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Thematic Growth Fund, Inc. (“Global Thematic Growth Fund, Inc.), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Global Thematic Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Global Thematic Growth Portfolio7	Global Thematic Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

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

Fund	Fee8
Global Thematic Research Growth Portfolio
Class A		1.70	%
Class I (Institutional)		0.90	%

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.⁹ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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.

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 The advisory fees of AllianceBernstein Global Thematic Growth Fund, Inc. 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 fees is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

8 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.

9 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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

25

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

The Portfolio’s original EG had an insufficient number of peers in Lipper’s view. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.¹¹

Portfolio	Contractual Management Fee12	Lipper Exp. Group Median (%)	Rank
Global Thematic Growth Portfolio	0.750	0.800		3/10

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

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 in the table below.

Portfolio	Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Global Thematic Growth Portfolio		0.991		1.001		5/10		0.896		22/33

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

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

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

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 slightly during calendar year 2010, relative to 2009.

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, 2010,

11 The Portfolio’s EG includes the Portfolio, two other variable insurance product (“VIP”) Global Growth funds (“GLGE”) and seven VIP Global Core funds (“GLCE”).

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.

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

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

26

AllianceBernstein Variable Products Series Fund

AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $328,056 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, 2010, the Adviser determined that it made payments in the amount of $529,003 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 $1,385 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 in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.¹⁸ 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.

16 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

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

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

27

GLOBAL THEMATIC GROWTH 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 $477 billion as of March 31, 2011, 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 February 28, 2011.²²

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		28.08		28.08		22.86		2/3		3/9
3 year		5.79		1.90		1.68		1/3		2/9
5 year		4.75		4.75		3.90		2/3		3/8
10 year		0.30		3.21		3.79		2/2		6/6

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

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio26		28.08		5.79		4.75		0.30		5.85		25.98		0.06		10
MSCI AC World Index (Net)		21.54		–0.06		3.39		4.31		N/A		17.30		0.20		10
MSCI World Index (Net)27		21.67		–0.42		2.73		3.61		5.81		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: May 24, 2011

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 Lipper.

21 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU as the criteria for including/ 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 February 28, 2011.

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 regarded 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 On May 1, 2009, the Portfolio’s benchmark changed from MSCI World (Net) Index to MSCI AC World Index.

27 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

28

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,029.80	$	3.37		0.67	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.47	$	3.36		0.67	%
Class B
Actual	$	1,000	$	1,028.70	$	4.63		0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.23	$	4.61		0.92	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	42,915,269		28.3	%
Mortgage Pass-Thru’s		31,497,291		20.8
Governments—Treasuries		31,037,251		20.5
Commercial Mortgage-Backed Securities		13,529,395		8.9
Agencies		7,004,528		4.6
Corporates—Non-Investment Grades		5,785,991		3.8
Governments—Sovereign Agencies		2,303,149		1.5
Asset-Backed Securities		1,608,722		1.1
Quasi-Sovereigns		1,193,851		0.8
CMOs		1,100,002		0.7
Supranationals		853,337		0.6
Local Governments—Municipal Bonds		466,240		0.3
Governments—Sovereign Bonds		388,315		0.3
Other**		547,100		0.4
Short-Term Investments		11,154,353		7.4
Total Investments	$	151,384,794		100.0	%

* The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
CORPORATES–INVESTMENT GRADES–29.6%
INDUSTRIAL–13.1%
BASIC–2.0%
Alcoa, Inc. 6.75%, 7/15/18	U.S.$	178	$	196,855
Anglo American Capital PLC 9.375%, 4/08/19(a)		315		414,367
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		250		246,153
ArcelorMittal 6.125%, 6/01/18		460		492,696
Dow Chemical Co. (The) 7.60%, 5/15/14		81		93,930
8.55%, 5/15/19		313		403,596
Georgia-Pacific LLC 5.40%, 11/01/20(a)		64		65,224
International Paper Co. 7.50%, 8/15/21		208		243,120
7.95%, 6/15/18		196		233,376
Packaging Corp. of America 5.75%, 8/01/13		155		165,598
PPG Industries, Inc 5.75%, 3/15/13		295		316,887
Teck Resources Ltd. 6.00%, 8/15/40		27		26,492
				2,898,294
CAPITAL GOODS–0.5%
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)		41		43,812
Owens Corning 6.50%, 12/01/16		265		288,341
Republic Services, Inc. 5.25%, 11/15/21		150		158,486
5.50%, 9/15/19		230		250,728
				741,367
COMMUNICATIONS–MEDIA–2.2%
CBS Corp. 8.875%, 5/15/19		320		407,924
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		280		389,520
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 4.75%, 10/01/14		160		175,140
News America, Inc. 6.55%, 3/15/33		210		224,444
9.25%, 2/01/13		235		264,254
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		320		406,798
TCI Communications, Inc. 7.875%, 2/15/26		210		269,291

	Principal Amount (000)		U.S. $ Value
Time Warner Cable, Inc. 7.50%, 4/01/14	U.S.$	145	$	167,048
8.375%, 3/15/23		371		471,002
WPP Finance UK 8.00%, 9/15/14		315		369,507
				3,144,928
COMMUNICATIONS– TELECOMMUNICATIONS–1.4%
American Tower Corp. 5.05%, 9/01/20		340		334,890
AT&T, Inc. 4.45%, 5/15/21		177		180,128
8.00%, 11/15/31		20		26,466
Embarq Corp. 7.082%, 6/01/16		176		195,645
Qwest Corp. 7.50%, 10/01/14		400		448,500
Telecom Italia Capital SA 6.175%, 6/18/14		355		382,008
6.375%, 11/15/33		40		35,670
United States Cellular Corp. 6.70%, 12/15/33		380		378,277
				1,981,584
CONSUMER CYCLICAL–AUTOMOTIVE–0.4%
Daimler Finance North America LLC 5.75%, 9/08/11		120		121,090
7.30%, 1/15/12		121		125,212
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)		300		327,910
				574,212
CONSUMER CYCLICAL–ENTERTAINMENT–0.6%
Time Warner, Inc. 7.625%, 4/15/31		390		467,914
Viacom, Inc. 5.625%, 9/15/19		375		416,133
				884,047
CONSUMER CYCLICAL–OTHER–0.3%
Marriott International, Inc. 5.625%, 2/15/13		372		396,754
CONSUMER CYCLICAL–RETAILERS–0.1%
CVS Caremark Corp. 6.60%, 3/15/19		180		208,926
CONSUMER NON-CYCLICAL–1.8%
Ahold Finance USA LLC 6.875%, 5/01/29		375		423,595
Altria Group, Inc. 9.70%, 11/10/18		230		302,248

3

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

	Principal Amount (000)		U.S. $ Value
Bunge Ltd. Finance Corp. 5.10%, 7/15/15	U.S.$	206	$	221,500
5.875%, 5/15/13		180		191,788
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		350		379,131
Delhaize Group SA 5.875%, 2/01/14		105		115,184
Fortune Brands, Inc. 4.875%, 12/01/13		374		397,641
Newell Rubbermaid, Inc. 5.50%, 4/15/13		155		165,909
Reynolds American, Inc. 7.625%, 6/01/16		280		335,837
Whirlpool Corp. 8.60%, 5/01/14		55		64,092
				2,596,925
ENERGY–2.1%
Anadarko Petroleum Corp. 5.95%, 9/15/16		192		216,113
6.45%, 9/15/36		124		129,387
ConocoPhillips Holding Co. 6.95%, 4/15/29		155		188,259
Hess Corp. 7.875%, 10/01/29		165		207,175
8.125%, 2/15/19		29		36,694
Marathon Petroleum Corp. 3.50%, 3/01/16(a)		50		51,255
5.125%, 3/01/21(a)		86		88,412
Nabors Industries, Inc. 9.25%, 1/15/19		310		392,938
Noble Energy, Inc. 8.25%, 3/01/19		316		404,048
Noble Holding International Ltd. 4.90%, 8/01/20		32		33,263
TNK-BP Finance SA 7.50%, 7/18/16(a)		100		113,250
Valero Energy Corp. 6.875%, 4/15/12		390		407,836
Weatherford International Ltd./Bermuda 5.15%, 3/15/13		195		206,033
6.00%, 3/15/18		35		38,366
9.625%, 3/01/19		190		245,374
Williams Cos., Inc. (The) 7.875%, 9/01/21		214		265,244
				3,023,647
OTHER INDUSTRIAL–0.2%
Noble Group Ltd. 6.75%, 1/29/20(a)		335		351,750
TECHNOLOGY–0.6%
Agilent Technologies, Inc. 5.00%, 7/15/20		64		67,179
Computer Sciences Corp. 5.50%, 3/15/13		280		297,443

	Principal Amount (000)		U.S. $ Value
Motorola Solutions, Inc. 7.50%, 5/15/25	U.S.$	25	$	29,248
Xerox Corp. 8.25%, 5/15/14		375		440,012
				833,882
TRANSPORTATION–AIRLINES–0.3%
Southwest Airlines Co. 5.25%, 10/01/14		210		227,232
5.75%, 12/15/16		155		171,195
				398,427
TRANSPORTATION–SERVICES–0.6%
Asciano Finance Ltd. 3.125%, 9/23/15(a)		420		414,400
Con-way, Inc. 6.70%, 5/01/34		271		258,334
Ryder System, Inc. 5.85%, 11/01/16		116		130,591
7.20%, 9/01/15		108		126,465
				929,790
				18,964,533
FINANCIAL INSTITUTIONS–12.6%
BANKING–6.7%
American Express Co. 7.25%, 5/20/14		210		240,174
Bank of America Corp. 5.625%, 7/01/20		10		10,325
Series L 5.65%, 5/01/18		765		806,563
BankAmerica Capital II Series 2 8.00%, 12/15/26		98		99,715
Bear Stearns Cos. LLC (The) 5.70%, 11/15/14		450		497,012
Citigroup, Inc. 6.50%, 8/19/13		355		386,083
8.50%, 5/22/19		505		626,026
Compass Bank 5.50%, 4/01/20		250		244,090
Goldman Sachs Group, Inc. (The) 6.00%, 6/15/20		395		425,015
7.50%, 2/15/19		295		343,245
JPMorgan Chase & Co. 4.40%, 7/22/20		605		592,699
M&I Marshall & Ilsley Bank 5.00%, 1/17/17		175		189,369
Macquarie Group Ltd. 4.875%, 8/10/17(a)		425		428,502
Merrill Lynch & Co., Inc. 6.05%, 5/16/16		315		330,243
Morgan Stanley 5.50%, 7/24/20		670		678,168
6.625%, 4/01/18		295		324,970

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
National Capital Trust II 5.486%, 3/23/15(a)	U.S.$	122	$	116,764
National Westminster Bank PLC 6.50%, 9/07/21	GBP	50		74,625
Nationwide Building Society 6.25%, 2/25/20(a)	U.S.$	330		343,174
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21		240		246,027
Santander US Debt SA Unipersonal 2.991%, 10/07/13(a)		400		399,090
Shinhan Bank 4.125%, 10/04/16(a)		370		376,777
Societe Generale SA 2.50%, 1/15/14(a)		205		204,054
5.20%, 4/15/21(a)		205		201,322
Standard Chartered PLC 6.409%, 1/30/17(a)		100		95,245
UFJ Finance Aruba AEC 6.75%, 7/15/13		240		263,712
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)		190		182,587
Union Bank NA 5.95%, 5/11/16		250		273,380
VTB Bank OJSC Via VTB Capital SA 6.609%, 10/31/12(a)		135		142,594
Wachovia Corp. 5.50%, 5/01/13		505		543,053
				9,684,603
BROKERAGE–0.3%
Jefferies Group, Inc. 5.125%, 4/13/18		199		199,401
6.875%, 4/15/21		164		176,260
				375,661
FINANCE–0.5%
HSBC Finance Corp. 7.00%, 5/15/12		280		294,904
SLM Corp. Series A 5.375%, 5/15/14		483		502,865
				797,769
INSURANCE–4.4%
Aetna, Inc. 6.00%, 6/15/16		135		154,624
Aflac, Inc. 3.45%, 8/15/15		70		71,488
Allstate Corp. (The) 6.125%, 5/15/37		435		431,737
American International Group, Inc. 6.40%, 12/15/20		215		231,423
AON Corp. 3.125%, 5/27/16		235		234,234

	Principal Amount (000)		U.S. $ Value
CIGNA Corp. 5.125%, 6/15/20	U.S.$	165	$	174,285
Coventry Health Care, Inc. 6.30%, 8/15/14		280		301,436
Dai-ichi Life Insurance Co., Ltd. (The) 7.25%, 7/25/21(a)		120		120,829
Genworth Financial, Inc. 6.515%, 5/22/18		405		402,685
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)		210		248,414
Hartford Financial Services Group, Inc. 4.00%, 3/30/15		85		87,623
5.50%, 3/30/20		390		402,015
Humana, Inc. 6.30%, 8/01/18		275		305,946
6.45%, 6/01/16		40		45,566
7.20%, 6/15/18		85		98,671
Lincoln National Corp. 8.75%, 7/01/19		113		142,594
Markel Corp. 7.125%, 9/30/19		200		228,404
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)		225		311,723
MetLife, Inc. 4.75%, 2/08/21		115		117,233
7.717%, 2/15/19		109		131,936
10.75%, 8/01/39		140		197,050
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)		360		446,649
Principal Financial Group, Inc. 7.875%, 5/15/14		325		376,016
Prudential Financial, Inc. 5.15%, 1/15/13		195		205,767
6.20%, 1/15/15		45		50,379
8.875%, 6/15/38		170		198,475
Series D 7.375%, 6/15/19		35		41,507
QBE Capital Funding III Ltd. 7.25%, 5/24/41(a)		367		368,238
XL Group PLC 5.25%, 9/15/14		110		117,856
6.25%, 5/15/27		200		202,414
				6,447,217
OTHER FINANCE–0.4%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)		155		157,663
ORIX Corp. 4.71%, 4/27/15		397		410,717
				568,380
REITS – 0.3%
HCP, Inc. 5.375%, 2/01/21		132		136,148

5

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

	Principal Amount (000)		U.S. $ Value
5.95%, 9/15/11	U.S.$	225	$	227,188
Ventas Realty LP/Ventas Capital Corp. 6.75%, 4/01/17		84		88,472
				451,808
				18,325,438
UTILITY–2.2%
ELECTRIC–1.4%
Ameren Corp. 8.875%, 5/15/14		235		272,253
Constellation Energy Group, Inc. 5.15%, 12/01/20		325		333,066
FirstEnergy Corp. 6.45%, 11/15/11		19		19,355
Series C 7.375%, 11/15/31		420		478,226
Nisource Finance Corp. 6.80%, 1/15/19		340		394,598
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)		235		254,265
TECO Finance, Inc. 4.00%, 3/15/16		95		99,478
5.15%, 3/15/20		120		127,253
Union Electric Co. 6.70%, 2/01/19		45		52,841
				2,031,335
NATURAL GAS–0.8%
DCP Midstream LLC 5.35%, 3/15/20(a)		108		114,473
Energy Transfer Partners LP 6.70%, 7/01/18		24		27,046
7.50%, 7/01/38		336		380,407
EQT Corp. 8.125%, 6/01/19		205		250,769
TransCanada PipeLines Ltd. 6.35%, 5/15/67		235		236,237
Williams Partners LP 5.25%, 3/15/20		173		182,135
				1,191,067
				3,222,402
NON CORPORATE SECTORS–1.7%
AGENCIES–NOT GOVERNMENT GUARANTEED–1.7%
AK Transneft OJSC Via TransCapitalInvest Ltd. 8.70%, 8/07/18(a)		345		421,763
Ecopetrol SA 7.625%, 7/23/19		143		171,243
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(a)		460		496,225
6.51%, 3/07/22(a)		217		230,291

	Principal Amount (000)		U.S. $ Value
MDC-GMTN BV 3.75%, 4/20/16(a)	U.S.$	365	$	368,648
Petrobras International Finance Co.–Pifco 5.75%, 1/20/20		670		714,726
				2,402,896
Total Corporates–Investment Grades (cost $39,280,486)				42,915,269
MORTGAGE PASS-THRU’S–21.7%
AGENCY FIXED RATE 30-YEAR–16.4%
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 1/01/35		4,238		4,599,958
Series 2007 5.50%, 7/01/35		160		173,438
Federal National Mortgage Association 4.00%, 1/01/41		2,043		2,046,312
5.50%, 5/01/38–6/01/38		2,345		2,540,843
6.00%, 5/01/31–2/01/40		2,947		3,238,874
Series 2002 7.00%, 3/01/32		19		21,094
Series 2003 5.00%, 11/01/33		174		186,006
5.50%, 4/01/33–7/01/33		615		669,105
Series 2004 5.50%, 4/01/34–11/01/34		531		577,448
6.00%, 9/01/34		293		324,306
Series 2005 4.50%, 8/01/35		533		555,131
5.00%, 10/01/35		1,354		1,443,253
5.50%, 2/01/35		645		701,781
Series 2006 5.00%, 2/01/36		1,160		1,236,845
Series 2007 4.50%, 9/01/35–8/01/37		749		780,437
5.00%, 7/01/36		196		208,883
Series 2008 6.00%, 3/01/37–5/01/38		3,650		4,022,585
Series 2010 6.00%, 4/01/40		400		439,673
Government National Mortgage Association Series 1994 9.00%, 9/15/24		5		6,080
				23,772,052
AGENCY FIXED RATE 15-YEAR–4.0%
Federal National Mortgage Association 4.50%, TBA		5,535		5,867,964

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
AGENCY ARMS–1.3%
Federal Home Loan Mortgage Corp. 2.65%, 4/01/36(b)	U.S.$		650	$	682,264
Series 2007 6.067%, 1/01/37(c)			79		82,793
Federal National Mortgage Association Series 2003 2.685%, 12/01/33(b)			202		211,611
Series 2006 2.205%, 3/01/36(b)			137		142,472
2.308%, 2/01/36(b)			191		198,815
5.767%, 11/01/36(c)			172		180,050
Series 2007 2.462%, 3/01/34(b)			343		359,270
					1,857,275
Total Mortgage Pass-Thru’s (cost $30,303,533)					31,497,291
GOVERNMENTS– TREASURIES–21.4%
CANADA–2.0%
Canadian Government Bond 2.00%, 6/01/16		CAD	2,890		2,951,279
MEXICO–1.0%
Mexican Bonos Series M 10 7.25%, 12/15/16		MXN	16,089		1,435,675
UNITED STATES–18.4%
U.S. Treasury Bonds 4.50%, 2/15/36	U.S.$		2,610		2,697,273
4.625%, 2/15/40			3,460		3,607,590
5.375%, 2/15/31			1,250		1,465,039
U.S. Treasury Notes 2.125%, 2/29/16			3,135		3,209,456
2.625%, 4/30/16–11/15/20			9,545		9,536,575
3.625%, 2/15/20			5,130		5,426,981
3.75%, 11/15/18			653		707,383
					26,650,297
Total Governments–Treasuries (cost $31,078,237)					31,037,251
COMMERCIAL MORTGAGE-BACKED SECURITIES–9.3%
NON-AGENCY FIXED RATE CMBS–9.3%
Banc of America Commercial Mortgage, Inc. Series 2006-5, Class A4 5.414%, 9/10/47			455		486,244
Credit Suisse Mortgage Capital Certificates Series 2006-C5, Class A3 5.311%, 12/15/39			225		240,981

	Principal Amount (000)		U.S. $ Value
Greenwich Capital Commercial Funding Corp. Series 2005-GG5, Class AJ 5.461%, 4/10/37	U.S.$	235	$	187,393
Series 2007-GG9, Class A4 5.444%, 3/10/39		680		729,433
Series 2007-GG11, Class A4 5.736%, 12/10/49		420		450,681
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		300		324,491
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB14, Class A4 5.481%, 12/12/44		545		590,465
Series 2006-CB15, Class A4 5.814%, 6/12/43		1,035		1,134,591
Series 2006-CB17, Class A4 5.429%, 12/12/43		420		453,261
Series 2007-LD11, Class A4 6.005%, 6/15/49		1,105		1,191,741
Series 2007-LDPX, Class A3 5.42%, 1/15/49		1,110		1,190,142
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.499%, 6/15/29		830		893,897
Series 2006-C1, Class A4 5.156%, 2/15/31		1,240		1,341,637
Series 2006-C6, Class A4 5.372%, 9/15/39		475		516,640
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class AM 5.204%, 12/12/49		285		273,192
Series 2007-9, Class A4 5.70%, 9/12/49		1,105		1,189,950
Morgan Stanley Capital I Series 2011-C2, Class A2 3.476%, 6/15/44(a)		515		516,621
Wachovia Bank Commercial Mortgage Trust Series 2007-C31, Class A4 5.509%, 4/15/47		1,100		1,156,224
Series 2007-C32, Class A3 5.932%, 6/15/49		615		661,811
Total Commercial Mortgage-Backed Securities (cost $11,989,550)				13,529,395

7

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

	Principal Amount (000)			U.S. $ Value
AGENCIES–4.8%
AGENCY DEBENTURES–4.8%
Federal Farm Credit Bank 0.216%, 9/20/12(c)		U.S.$	1,750	$	1,751,362
Federal National Mortgage Association 0.215%, 9/17/12(c)			1,560		1,561,209
6.25%, 5/15/29			1,020		1,238,381
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			3,365		2,453,576
Total Agencies (cost $6,975,899)					7,004,528
CORPORATES–NON-INVESTMENT GRADES–4.0%
INDUSTRIAL–3.0%
BASIC–0.4%
Lyondell Chemical Co. 8.00%, 11/01/17(a)			121		134,613
Nalco Co. 6.625%, 1/15/19(a)			145		148,625
United States Steel Corp. 5.65%, 6/01/13			155		161,587
Westvaco Corp. 8.20%, 1/15/30			50		54,161
					498,986
CAPITAL GOODS–0.6%
Building Materials Corp. of America 6.75%, 5/01/21(a)			37		37,185
Case New Holland, Inc. 7.875%, 12/01/17(a)			143		157,300
Griffon Corp. 7.125%, 4/01/18(a)			130		130,488
Huntington Ingalls Industries, Inc. 6.875%, 3/15/18(a)			36		36,900
7.125%, 3/15/21(a)			36		37,260
Mohawk Industries, Inc. 6.875%, 1/15/16			355		386,062
Textron Financial Corp. 5.40%, 4/28/13			69		73,125
					858,320
COMMUNICATIONS–MEDIA–0.3%
EH Holding Corp. 6.50%, 6/15/19(a)			95		96,662
RR Donnelley & Sons Co. 5.50%, 5/15/15			70		70,875
11.75%, 2/01/19			255		317,979
					485,516
COMMUNICATIONS– TELECOMMUNICATIONS–0.2%
eAccess Ltd. 8.25%, 4/01/18(a)			100		100,875

	Principal Amount (000)			U.S. $ Value
Windstream Corp. 7.875%, 11/01/17		U.S.$	115	$	122,044
					222,919
CONSUMER CYCLICAL– AUTOMOTIVE–0.3%
Delphi Corp. 5.875%, 5/15/19(a)			31		30,380
6.125%, 5/15/21(a)			50		49,375
Ford Motor Co. 7.45%, 7/16/31			170		192,718
Ford Motor Credit Co. LLC 5.75%, 2/01/21			200		199,754
					472,227
CONSUMER CYCLICAL–ENTERTAINMENT–0.0%
Greektown Holdings LLC 10.75%, 12/01/13(d)(e)			55		0
CONSUMER CYCLICAL–OTHER–0.0%
Toll Brothers Finance Corp. 5.15%, 5/15/15			40		41,099
6.875%, 11/15/12			7		7,436
					48,535
CONSUMER CYCLICAL– RETAILERS–0.3%
JC Penney Co., Inc. 5.65%, 6/01/20			335		331,650
Limited Brands, Inc. 6.625%, 4/01/21			105		107,363
6.90%, 7/15/17			45		48,206
					487,219
CONSUMER NON-CYCLICAL–0.5%
Fresenius Medical Care US Finance, Inc. 5.75%, 2/15/21(a)			155		151,900
HCA, Inc. 7.875%, 2/15/20			125		135,625
8.50%, 4/15/19			40		44,200
Universal Health Services, Inc. 7.125%, 6/30/16			295		322,796
Voyager Learning Exchange 8.375%, 12/01/14(d)(e)(f)			70		0
					654,521
ENERGY–0.4%
Chesapeake Energy Corp. 6.125%, 2/15/21			154		155,925
Oil States International, Inc. 6.50%, 6/01/19(a)			99		99,495
Range Resources Corp. 5.75%, 6/01/21			110		108,075
Tesoro Corp. 6.50%, 6/01/17			190		193,800
					557,295

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
TRANSPORTATION–AIRLINES–0.0%
Continental Airlines 2003-ERJ1 Pass Through Trust Series RJ03 7.875%, 7/02/18	U.S.$	22	$	21,901
				4,307,439
FINANCIAL INSTITUTIONS–0.6%
BANKING–0.2%
ABN Amro Bank NV 4.31%, 3/10/16	EUR	125		146,374
LBG Capital No.1 PLC 8.00%, 6/15/20(a)	U.S.$	175		156,625
				302,999
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 6.20%, 9/26/14(d)		75		19,969
7.875%, 11/01/09(d)		43		11,234
				31,203
FINANCE–0.1%
International Lease Finance Corp. 5.65%, 6/01/14		65		65,000
INSURANCE–0.3%
ING Capital Funding Trust III Series 9 3.846%, 9/30/11(c)		270		254,982
XL Group PLC Series E 6.50%, 4/15/17		240		220,200
				475,182
				874,384
UTILITY–0.4%
ELECTRIC–0.4%
CMS Energy Corp. 8.75%, 6/15/19		145		176,993
Dynegy Roseton/Danskammer Pass Through Trust Series B 7.67%, 11/08/16		195		173,550
GenOn Energy, Inc. 7.625%, 6/15/14		95		97,850
7.875%, 6/15/17		155		155,775
				604,168
Total Corporates– Non-Investment Grades (cost $5,325,063)				5,785,991
GOVERNMENTS–SOVEREIGN AGENCIES–1.6%
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17		70		79,970

	Principal Amount (000)		U.S. $ Value
UNITED KINGDOM–1.5%
Royal Bank of Scotland PLC (The) 1.45%, 10/20/11(a)	U.S.$	1,307	$	1,311,278
2.625%, 5/11/12(a)		895		911,901
				2,223,179
Total Governments–Sovereign Agencies (cost $2,273,376)				2,303,149
ASSET-BACKED SECURITIES–1.1%
CREDIT CARDS–FLOATING RATE–0.5%
Discover Card Master Trust Series 2009-A1, Class A1 1.487%, 12/15/14(c)		180		182,049
Series 2009-A2, Class A 1.487%, 2/17/15(c)		185		186,871
Series 2010-A1, Class A1 0.837%, 9/15/15(c)		166		167,455
MBNA Credit Card Master Note Trust Series 2006-A2, Class A2 0.247%, 6/15/15(c)		160		159,839
				696,214
OTHER ABS–FIXED RATE–0.2%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15		353		353,624
HOME EQUITY LOANS–FIXED RATE–0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.319%, 12/25/32		80		69,962
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33		68		61,102
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33		173		148,994
				280,058
HOME EQUITY LOANS–FLOATING RATE–0.2%
HSBC Home Equity Loan Trust Series 2005-3, Class A1 0.446%, 1/20/35(c)		102		89,863
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.296%, 11/25/36(c)		266		187,742

9

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

	Principal Amount (000)			U.S. $ Value
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.546%, 3/25/37(c)(e)		U.S.$	160	$	1,221
					278,826
Total Asset-Backed Securities (cost $1,895,230)					1,608,722
QUASI-SOVEREIGNS–0.8%
QUASI-SOVEREIGN BONDS–0.8%
KAZAKHSTAN–0.2%
KazMunayGas National Co. 7.00%, 5/05/20(a)			212		233,497
MALAYSIA–0.3%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		450,354
RUSSIA–0.3%
Russian Agricultural Bank OJSC Via RSHB Capital SA 6.299%, 5/15/17(a)			480		510,000
Total Quasi-Sovereigns (cost $1,106,022)					1,193,851
CMOs–0.7%
NON-AGENCY FIXED RATE–0.4%
Bear Stearns Alt-A Trust Series 2007-1, Class 21A1 5.168%, 1/25/47			193		110,894
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.083%, 5/25/35			219		202,051
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.508%, 5/25/36			167		93,411
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 2.71%, 7/25/36			341		190,668
					597,024
NON-AGENCY ARMS–0.2%
Citigroup Mortgage Loan Trust, Inc. Series 2006-AR1, Class 3A1 2.69%, 3/25/36(c)			337		236,614

	Principal Amount (000)				U.S. $ Value
NON-AGENCY FLOATING RATE–0.1%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.278%, 12/25/35(c)		U.S.$		92	$	58,769
Series 2007-OA3, Class M1 0.496%, 4/25/47(c)(e)				145		798
WaMu Mortgage Pass Through Certificates Series 2007-OA1, Class A1A 0.978%, 2/25/47(c)				280		165,491
Series 2007-OA3, Class B1 0.636%, 4/25/47(c)(e)				69		2
						225,060
AGENCY FIXED RATE–0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.807%, 5/28/35				50		41,304
Total CMOs (cost $1,893,808)						1,100,002
SUPRANATIONALS–0.6%
European Bank for Reconstruction & Development Series G 9.25%, 9/10/12		BRL		1,150		739,953
European Investment Bank 4.875%, 2/15/36		U.S.$		110		113,384
Total Supranationals (cost $769,339)						853,337
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.3%
UNITED STATES–0.3%
California State California GO 7.625%, 3/01/40 (cost $413,497)				405		466,240
GOVERNMENTS-SOVEREIGN BONDS–0.3%
HUNGARY–0.3%
Hungary Government International Bond 6.375%, 3/29/21 (cost $367,287)				370		388,315
			Shares
PREFERRED STOCKS–0.2%
FINANCIAL INSTITUTIONS–0.2%
FINANCE–0.1%
Citigroup Capital XII 8.50%				7,000		179,594

10

AllianceBernstein Variable Products Series Fund

		Shares		U.S. $ Value
REITS–0.1%
Sovereign Real Estate Investment Trust 12.00%(a)			93	$	107,974
Total Preferred Stocks (cost $262,659)					287,568
		Principal Amount (000)
EMERGING MARKETS–CORPORATE BONDS–0.2%
INDUSTRIAL–0.2%
BASIC–0.2%
Severstal OAO Via Steel Capital SA 9.25%, 4/19/14(a) (cost $229,553)	U.S.$		228		256,785

		Shares		U.S. $ Value
COMMON STOCKS–0.0%
Greektown Superholdings, Inc.(e)(f)(g) (cost $4)			41	$	2,747
		Principal Amount (000)
SHORT-TERM INVESTMENTS–7.7%
TIME DEPOSIT–7.7%
State Street Time Deposit 0.01%, 7/01/11 (cost $11,154,353)	U.S.$		11,154		11,154,353
TOTAL INVESTMENTS–104.3% (cost $145,317,896)					151,384,794
Other assets less liabilities–(4.3)%					(6,297,531	)
NET ASSETS–100.0%				$	145,087,263

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Note 2 Yr Futures		40		September 2011	$	8,786,183	$	8,773,750	$	12,433

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Barclays Bank PLC Wholesale:
Norwegian Krone settling 8/18/11		7,947	$	1,447,533	$	1,468,925	$	21,392
Citibank N.A.:
Mexican Peso settling 8/18/11		2,740		230,444		233,129		2,685
Credit Suisse London Branch (GFX):
Euro settling 7/14/11		1,025		1,444,339		1,485,737		41,398
Euro settling 7/14/11		2,103		3,010,400		3,049,559		39,159
Goldman Sachs International:
Swedish Krona settling 8/18/11		9,104		1,436,499		1,435,631		(868	)
Morgan Stanley and Co., Inc.:
Brazilian Real settling 7/05/11		1,241		786,539		795,283		8,744
Brazilian Real settling 7/05/11		1,241		795,053		795,282		229
State Street Bank and Trust Co.:
Canadian Dollar settling 7/25/11		138		142,665		143,509		844
Canadian Dollar settling 7/25/11		30		30,933		31,401		468

11

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

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts (continued)
Euro settling 7/14/11		72	$	104,529	$	104,169	$	(360	)
Mexican Peso settling 8/18/11		590		49,825		50,173		348
UBS AG:
Japanese Yen settling 7/27/11		152,194		1,896,369		1,890,697		(5,672	)
Sale Contracts:
Barclays Bank PLC Wholesale:
Japanese Yen settling 7/27/11		152,163		1,864,355		1,890,308		(25,953	)
Credit Suisse London Branch (GFX):
Norwegian Krone settling 8/18/11		7,916		1,423,901		1,463,128		(39,227	)
Swedish Krona settling 8/18/11		9,073		1,414,004		1,430,787		(16,783	)
Deutsche Bank AG London:
Mexican Peso settling 8/18/11		9,953		835,465		846,789		(11,324	)
HSBC BANKUSA:
Canadian Dollar settling 7/25/11		2,981		3,044,224		3,089,295		(45,071	)
HSBC BankUSA:
Euro settling 7/14/11		3,245		4,652,723		4,705,125		(52,402	)
Morgan Stanley and Co., Inc.:
Brazilian Real settling 7/05/11		1,241		795,054		795,283		(229	)
Brazilian Real settling 7/05/11		1,241		778,736		795,281		(16,545	)
Brazilian Real settling 8/02/11		1,241		780,922		790,047		(9,125	)
Royal Bank of Scotland PLC:
Mexican Peso settling 8/18/11		10,163		848,701		864,631		(15,930	)
State Street Bank and Trust Co.:
Euro settling 7/14/11		58		81,941		83,892		(1,951	)
Great British Pound settling 8/09/11		46		75,462		73,672		1,790

CREDIT DEFAULT SWAP CONTRACTS ON INDICES (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Deal (Pay) Receive Rate			Implied Credit Spread at June 30, 2011			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Bank of America:
CDX-NAIGS16V1-5 Year, 6/20/16*		1.00	%		0.92	%	$	2,930	$	(11,906	)	$	(687	)	$	(11,219	)

* Termination date

(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, 2011, the aggregate market value of these securities amounted to $13,944,894 or 9.6% of net assets.

(b) Variable rate coupon, rate shown as of June 30, 2011.

(c) Floating Rate Security. Stated interest rate was in effect at June 30, 2011.

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

(e) Illiquid security.

(f) Fair valued.

(g) Non-income producing security.

12

AllianceBernstein Variable Products Series Fund

Currency Abbreviations:

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

MXN—Mexican Peso

Glossary:

ABS—Asset-Backed Securities

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

CMOs—Collateralized Mortgage Obligations

GO—General Obligation

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

TBA—To Be Announced

See notes to financial statements.

13

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $145,317,896)	$	151,384,794
Cash		20,000	(a)
Foreign currencies, at value (cost $49,740)		50,367
Interest receivable		1,251,796
Unrealized appreciation of forward currency exchange contracts		117,057
Receivable for investment securities sold		46,507
Receivable for variation margin on futures contracts		625
Receivable for capital stock sold		597
Other assets		339,523
Total assets		153,211,266
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		7,578,658
Unrealized depreciation of forward currency exchange contracts		241,440
Payable for capital stock redeemed		113,645
Advisory fee payable		54,153
Administrative fee payable		19,007
Unrealized depreciation on credit default swap contracts		11,219
Distribution fee payable		7,045
Premium received on credit default swap contracts		687
Transfer Agent fee payable		132
Accrued expenses		98,017
Total liabilities		8,124,003
NET ASSETS	$	145,087,263
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,010
Additional paid-in capital		134,932,161
Undistributed net investment income		2,509,871
Accumulated net realized gain on investment and foreign currency transactions		1,412,385
Net unrealized appreciation on investments, foreign currency denominated assets and liabilities and other assets		6,220,836
	$	145,087,263

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	110,921,458		9,162,630	$	12.11
B	$	34,165,805		2,846,982	$	12.00

(a) An amount of $20,000 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2011.

See notes to financial statements.

14

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	3,334,790
Dividends		13,018
Other income		599
		3,348,407
EXPENSES
Advisory fee (see Note B)		333,792
Distribution fee—Class B		43,886
Transfer agency—Class A		1,219
Transfer agency—Class B		378
Custodian		69,470
Administrative		36,362
Audit		20,844
Legal		18,068
Printing		5,600
Directors’ fees		1,815
Miscellaneous		8,838
Total expenses		540,272
Net investment income		2,808,135
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		1,654,402
Swap contracts		(80,770	)
Foreign currency transactions		10,747
Net change in unrealized appreciation/depreciation of:
Investments		287,834
Futures contracts		12,433
Swap contracts		(50,733	)
Foreign currency denominated assets and liabilities and other assets		(322,619	)
Net gain on investment and foreign currency transactions		1,511,294
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,319,429

See notes to financial statements.

15

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,808,135		$	6,448,632
Net realized gain on investment and foreign currency transactions		1,584,379			3,177,853
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(73,085	)		5,260,540
Net increase in net assets from operations		4,319,429			14,887,025
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(5,325,732	)		(6,728,638	)
Class B		(1,547,372	)		(2,087,520	)
Net realized gain on investment transactions
Class A		(406,275	)		–0	–
Class B		(125,758	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(10,450,555	)		(18,434,992	)
Total decrease		(13,536,263	)		(12,364,125	)
NET ASSETS
Beginning of period		158,623,526			170,987,651
End of period (including undistributed net investment income of $2,509,871 and $6,574,840, respectively)	$	145,087,263		$	158,623,526

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

17

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

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates—Investment Grades

$

–0

–

$

42,915,269

$

–0

–

$

42,915,269

Mortgage Pass-Thru’s

–0

–

31,497,291

–0

–

31,497,291

Governments—Treasuries

–0

–

31,037,251

–0

–

31,037,251

Commercial Mortgage-Backed Securities

–0

–

7,447,989

6,081,406

13,529,395

Agencies

–0

–

7,004,528

–0

–

7,004,528

Corporates—Non-Investment Grades

–0

–

5,785,991

–0

–

5,785,991

Governments—Sovereign Agencies

–0

–

2,303,149

–0

–

2,303,149

Asset-Backed Securities

–0

–

696,214

912,508

1,608,722

Quasi-Sovereigns

–0

–

1,193,851

–0

–

1,193,851

CMOs

–0

–

41,304

1,058,698

1,100,002

Supranationals

–0

–

853,337

–0

–

853,337

Local Governments—Municipal Bonds

–0

–

466,240

–0

–

466,240

Governments—Sovereign Bonds

–0

–

388,315

–0

–

388,315

Preferred Stocks

179,594

107,974

–0

–

287,568

Emerging Markets—Corporate Bonds

–0

–

256,785

–0

–

256,785

Common Stocks

–0

–

–0

–

2,747

2,747

Short-Term Investments

–0

–

11,154,353

–0

–

11,154,353

Total Investments in Securities

179,594

143,149,841

8,055,359

151,384,794

Other Financial Instruments*:

Assets:

Futures Contracts

12,433

–0

–

–0

–

12,433

#

Forward Currency Exchange Contracts

–0

–

117,057

–0

–

117,057

Liabilities:

Forward Currency Exchange Contracts

–0

–

(241,440

)

–0

–

(241,440

)

Credit Default Swap Contracts

–0

–

(11,219

)

–0

–

(11,219

)

Total

$

192,027

$

143,014,239

$

8,055,359

$

151,261,625

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

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

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AllianceBernstein Variable Products Series Fund

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

	Commercial Mortgage-Backed Securities			Asset-Backed Securities			CMOs
Balance as of 12/31/10	$	5,004,541		$	1,034,307		$	1,221,568
Accrued discounts/(premiums)		23,630			79			4
Realized gain (loss)		–0	–		327			(62,543	)
Change in unrealized appreciation/depreciation		82,821			(28,417	)		438,790
Purchases		–0	–		–0	–		–0	–
Sales		–0	–		(93,788	)		(539,121	)
Transfers in to Level 3		970,414			–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/11	$	6,081,406		$	912,508		$	1,058,698
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	82,821		$	(28,417	)	$	374,240
	Common Stocks			Warrants			Total
Balance as of 12/31/10	$	2,870		$	8,827		$	7,272,113
Accrued discounts/(premiums)		–0	–		–0	–		23,713
Realized gain (loss)		44,153			9,277			(8,786	)
Change in unrealized appreciation/depreciation		(123	)		(6,687	)		486,384
Purchases		–0	–		–0	–		–0	–
Sales		(44,153	)		(11,417	)		(688,479	)
Transfers in to Level 3		–0	–		–0	–		970,414
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/11	$	2,747		$	–0	–	$	8,055,359
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	(123	)	$	–0	–	$	428,521

* 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 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 Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in

19

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

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 U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,362.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $121, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

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.

20

AllianceBernstein Variable Products Series Fund

In the event that the Plan is terminated or not continued, no distribution or 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, 2011 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	12,382,693	$	21,086,408
U.S. government securities		40,665,228		46,857,300

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

Gross unrealized appreciation	$	7,805,000
Gross unrealized depreciation		(1,738,102	)
Net unrealized appreciation	$	6,066,898

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 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 or for investment purposes. 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 exchange-traded 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.

Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2011, the Portfolio held futures contracts for hedging and non-hedging purposes.

• 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

21

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

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.

During the six months ended June 30, 2011, the Portfolio held foreign currency exchange contracts for hedging and non-hedging purposes.

• 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 gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. 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 Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap agreement.

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 netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio 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, where applicable. 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.

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.

In addition, the Portfolio may also enter into interest rate swap transactions to preserve 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).

22

AllianceBernstein Variable Products Series Fund

During the six months ended June 30, 2011, the Portfolio held interest rate swap contracts for hedging and non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. The accrual for these interim payments is recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Upfront premiums paid or received in connection with credit default swap contracts are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

During the six months ended June 30, 2011, the Portfolio held credit default swap contracts for non-hedging purposes.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

Implied credit spreads utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

Documentation governing the Portfolio’s swap transactions may contain provisions for early termination of a swap in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate the swap and require the Portfolio to pay or receive a settlement amount in connection with the terminated swap transaction. As of June 30, 2011, the Portfolio had credit default swap contracts in liability positions with net asset contingent features. The fair value of such contracts amounted to $11,219 at June 30, 2011.

23

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

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	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	$	117,057		Unrealized depreciation of forward currency exchange contracts	$	241,440
Credit contracts					Unrealized depreciation on credit default swap contracts		11,219
Interest rate contracts	Receivable/Payable for variation margin on futures contracts		12,433	*
Total		$	129,490			$	252,659

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities and other assets	$	38,877		$	(341,327	)
Credit contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		81			(11,219	)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		(80,851	)		(39,514	)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		–0	–		12,433
Total		$	(41,893	)	$	(379,627	)

For the six months ended June 30, 2011, the average monthly principal amount of foreign currency exchange contracts was $23,883,415 and the average monthly notional amount of interest rate swaps was $7,990,000. For one month of the period, the average monthly original value of futures contracts was $8,786,183 and the average monthly notional amount of credit default swaps was $2,930,000.

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 other 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

24

AllianceBernstein Variable Products Series Fund

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, 2011, the Portfolio earned drop income of $2,473 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. For the six months ended June 30, 2011, the Portfolio had no transactions in reverse repurchase agreements.

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, 2011 (unaudited)			Year Ended December  31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		69,825			599,897		$	861,805		$	7,276,914
Shares issued in reinvestment of dividends and distributions		473,329			563,537			5,732,006			6,728,638
Shares redeemed		(1,036,591	)		(2,333,787	)		(12,880,905	)		(28,659,381	)
Net decrease		(493,437	)		(1,170,353	)	$	(6,287,094	)	$	(14,653,829	)
Class B
Shares sold		89,366			427,400		$	1,088,063		$	5,172,836
Shares issued in reinvestment of dividends and distributions		139,311			176,311			1,673,131			2,087,520
Shares redeemed		(564,170	)		(906,628	)		(6,924,655	)		(11,041,519	)
Net decrease		(335,493	)		(302,917	)	$	(4,163,461	)	$	(3,781,163	)

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.

Prior to September 15, 2008, the Portfolio had swap counterparty exposure to Lehman Brothers Holdings Inc. (“Lehman Brothers”), as a guarantor for Lehman Brothers Special Financing Inc. (“LBSF”), which filed for bankruptcy on September 15, 2008. As a result, on September 15, 2008, the Portfolio terminated all outstanding swap contracts with LBSF prior to their scheduled maturity dates in accordance with the terms of the swap agreements. Upon the termination of the

25

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

swap contracts, Lehman Brothers’ obligations to the Portfolio amounted to $920,116. The Portfolio’s claim to these obligations is subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). As of June 30, 2011, the Bankruptcy Claim, based upon the estimated recovery value, was being valued at $339,523 (36.90% of the Bankruptcy Claim). The estimated recovery value may change over time. The Adviser has agreed to make the Portfolio whole in respect of the amount of the recovery that would be paid on the Bankruptcy Claim in the event the Bankruptcy Claim is not honored by the Lehman Brothers estate, or with respect to any diminution in value upon the sale of the Bankruptcy Claim, in either case resulting from the manner in which the Bankruptcy Claim was processed by the Adviser.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

26

AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	8,816,158	$	6,001,322
Total taxable distributions		8,816,158		6,001,322
Total distributions paid	$	8,816,158	$	6,001,322

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	6,898,411
Undistributed long-term capital gains		400,990
Accumulated capital and other losses		(11,435	)(a)
Unrealized appreciation/(depreciation)		5,962,323	(b)
Total accumulated earnings/(deficit)	$	13,250,289	(c)

(a) During the fiscal year, the Portfolio utilized net capital loss carryforwards for federal income tax purposes of $2,235,491. As of December 31, 2010, the Portfolio had deferred straddle losses of $11,435.

(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.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable primarily to the tax treatment of interest on defaulted securities.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

27

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$12.39			$11.98			$10.50			$11.78			$11.78			$11.82
Income From Investment Operations
Net investment income (a)		.24			.48			.52			.51			.54			.50
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			.60			1.37			(1.22	)		.01			(.06	)
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.37			1.08			1.89			(.71	)		.55			.44
Less: Dividends and Distributions
Dividends from net investment income		(.60	)		(.67	)		(.41	)		(.57	)		(.55	)		(.48	)
Distributions from net realized gain on investment transactions		(.05	)		–0	–		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(.65	)		(.67	)		(.41	)		(.57	)		(.55	)		(.48	)
Net asset value, end of period		$12.11			$12.39			$11.98			$10.50			$11.78			$11.78
Total Return
Total investment return based on net asset value (c)		2.98	%		9.20	%*		18.51	%*		(6.38	)%*		4.85	%		3.93	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$110,921			$119,599			$129,647			$129,111			$66,305			$71,655
Ratio to average net assets of:
Expenses		.67	%(d)		.68	%(e)		.69	%		.64	%		.78	%		.77	%(e)
Net investment income		3.84	%(d)		3.90	%(e)		4.69	%		4.72	%		4.58	%		4.25	%(e)
Portfolio turnover rate		37	%		94	%		102	%		106	%		90	%		327	%

See footnote summary on page 29.

28

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$12.26			$11.86			$10.40			$11.67			$11.67			$11.72
Income From Investment Operations
Net investment income (a)		.22			.44			.49			.48			.50			.46
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.13			.60			1.36			(1.21	)		.02			(.06	)
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.35			1.04			1.85			(.73	)		.52			.40
Less: Dividends and Distributions
Dividends from net investment income		(.56	)		(.64	)		(.39	)		(.54	)		(.52	)		(.45	)
Distributions from net realized gain on investment transactions		(.05	)		–0	–		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		(.61	)		(.64	)		(.39	)		(.54	)		(.52	)		(.45	)
Net asset value, end of period		$12.00			$12.26			$11.86			$10.40			$11.67			$11.67
Total Return
Total investment return based on net asset value (c)		2.87	%		8.93	%*		18.20	%*		(6.59	)%*		4.60	%		3.59	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$34,166			$39,025			$41,341			$40,929			$20,289			$22,340
Ratio to average net assets of:
Expenses		.92	%(d)		.93	%(e)		.94	%		.89	%		1.03	%		1.02	%(e)
Net investment income		3.60	%(d)		3.64	%(e)		4.44	%		4.47	%		4.32	%		4.01	%(e)
Portfolio turnover rate		37	%		94	%		102	%		106	%		90	%		327	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) 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 Portfolio’s performance for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.04%, 0.01% and 0.09%, respectively.

See notes to financial statements.

29

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Intermediate Bond 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. The first factor is an additional factor required to be considered by the AoD. The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what Section 36(b) of the 40 Act requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.              2010. In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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	Net Assets 09/30/10 ($MIL)	Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$169.3	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	Intermediate Bond Portfolio

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 21, 2010 and discussed with the Board of Directors on November 2-4, 2010.

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

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

30

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,950 (0.051 % 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
Intermediate Bond Portfolio	Class A    0.69%	December 31
	Class B    0.94%

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 Portfolios are more costly than those for institutional accounts due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. 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 arguably 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with similar investment styles 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 September 30, 2009 net assets:

Portfolio	Net Assets 09/30/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Fund Advisory Fee
Intermediate Bond Portfolio	$	169.3	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum account size: $25 million		0.253	%		0.450	%

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

4 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 13.

31

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

fee schedule on Intermediate Duration Portfolio been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2010 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 a similar investment style 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, the 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 and the Portfolio’s advisory fee based on September 30, 2010 net assets:

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 Portfolio5	0.50% on first $1 billion 0.45% on the balance		0.500%		0.450%

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 Portfolio. Also shown is effective management fee of the sub-advisory relationship based on the Portfolio’s September 30, 2010 net assets:

Fund	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-Advised Fund Management Effective Fee (%)
Intermediate Bond Portfolio	Client #1	0.29% on first $100 million 0.20% thereafter		0.253

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 this is only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arms-length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee the Intermediate Bond Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the Portfolio and sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment services, generally required by a registered investment company.

5 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

32

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 by other investment advisers.⁶ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the subject 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, and 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. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. 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. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.⁹

Portfolio	Contractual Management Fee10		Lipper Exp. Group Median		Rank
Intermediate Bond Portfolio		0.450		0.500		2/17

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.

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 always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009 when equity markets declined substantially, and conversely through the remainder of 2009 when equity markets rallied, the effects on the funds’ total expense ratios caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 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
Intermediate Bond Portfolio		0.691		0.659		12/17		0.605		29/35

6 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 13.

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” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

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

10 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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2009 will not be reflective of the market rally that occurred post March 2009, in contrast to a fund with a fiscal year end of December 31, 2009.

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

33

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 2009, relative to 2008.

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 and distribution services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

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, 2009, ABI received $100,575 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, 2009, the Adviser determined that it made payments in the amount of $308,774 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”).¹³ During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁴

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms 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.

13 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.

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2009.

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

34

AllianceBernstein Variable Products Series Fund

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.¹⁷ 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 $484 billion as of September 30, 2010, 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 Portfolio¹⁹ relative to its Lipper Performance Group (“PG”)²⁰ and Lipper Performance Universe (“PU”) for the periods ended July 31, 2010.²¹

Portfolio	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		14.38		13.01		11.75		3/9		5/19
3 year		7.28		6.60		7.25		3/9		9/19
5 year		5.57		5.13		5.61		3/9		11/19
10 year		5.87		5.44		5.94		3/9		10/18

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

17 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 14.

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.

19 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 were provided by Lipper. 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 different from Lipper.

20 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.

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.

35

INTERMEDIATE BOND 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)²² versus its benchmark.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information for the Portfolio is also shown.²⁴

	Periods Ending July 31, 2010 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio		14.38		7.28		5.57		5.87		5.70		4.65		0.68		10
Barclays Capital U.S. Government Bond Index		6.67		7.32		5.77		6.18		6.42		4.60		0.77		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 22, 2010

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, 2010.

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.

36

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,018.90	$	4.56		0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56		0.91	%
Class B
Actual	$	1,000	$	1,017.80	$	5.80		1.16	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.04	$	5.81		1.16	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Investimentos Itau SA (Preference Shares)	$	5,120,625		2.7	%
British American Tobacco PLC		4,834,068		2.5
Partners Group Holding AG		4,077,144		2.1
Nestle SA		3,828,359		2.0
BG Group PLC		3,818,432		2.0
iShares MSCI ACWI ex US Index Fund		3,679,768		1.9
Schlumberger Ltd.		3,646,080		1.9
Tesco PLC		3,510,723		1.8
Standard Chartered PLC		3,369,012		1.7
Samsung Electronics Co., Ltd.		3,124,461		1.6
	$	39,008,672		20.2	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	45,774,670		24.0	%
Energy		25,278,846		13.2
Consumer Discretionary		23,278,606		12.2
Industrials		21,529,798		11.3
Consumer Staples		20,262,321		10.6
Information Technology		18,770,820		9.8
Materials		13,758,351		7.2
Health Care		11,665,326		6.1
Funds and Investment Trusts		3,679,768		1.9
Telecommunication Services		2,989,976		1.6
Utilities		1,593,233		0.8
Short-Term Investments		2,373,406		1.3
Total Investments	$	190,955,121		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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 & 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

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	47,238,212		24.7	%
Switzerland		17,821,128		9.3
Japan		14,523,490		7.6
China		14,161,326		7.4
Brazil		13,263,997		7.0
France		11,967,872		6.3
Germany		10,820,818		5.7
United States		7,325,848		3.8
South Africa		6,352,414		3.3
Hong Kong		4,358,318		2.3
Russia		4,294,874		2.3
Sweden		4,119,217		2.2
Indonesia		3,616,576		1.9
Other		28,717,625		15.0
Short-Term Investments		2,373,406		1.2
Total Investments	$	190,955,121		100.0	%

* All data are as of June 30, 2011. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.6% or less in the following countries: Australia, Belgium, Denmark, Guernsey (Channel Islands), India, Ireland, Israel, Italy, Luxembourg, Malaysia, Mexico, Netherlands, Nigeria, Singapore, South Korea, Taiwan and Turkey.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–94.6%
FINANCIALS–22.7%
CAPITAL MARKETS–4.9%
Azimut Holding SpA		61,305	$	572,341
Credit Suisse Group AG(a)		50,755		1,978,035
GAM Holding AG(a)		60,159		989,820
Man Group PLC		472,862		1,798,653
Partners Group Holding AG		23,033		4,077,144
				9,415,993
COMMERCIAL BANKS–13.0%
Banco Santander Brasil SA		69,800		818,467
Bank Central Asia Tbk PT		1,795,000		1,605,277
BNP Paribas		27,265		2,102,375
Chongqing Rural Commercial Bank(a)		943,000		558,516
CIMB Group Holdings Bhd		459,000		1,359,504
HDFC Bank Ltd.		12,900		725,150
HSBC Holdings PLC		147,441		1,461,838
Industrial & Commercial Bank of China–Class H		3,459,255		2,638,533
Investimentos Itau SA (Preference Shares)		666,514		5,120,625
NOMOS-BANK (GDR)(a)(b)		17,204		299,866
Societe Generale		23,816		1,410,527
Standard Chartered PLC		128,257		3,369,012
Turkiye Halk Bankasi AS		222,100		1,665,998
United Overseas Bank Ltd.		125,000		2,006,894
				25,142,582
DIVERSIFIED FINANCIAL SERVICES–1.2%
FirstRand Ltd.		236,100		693,935
IG Group Holdings PLC		231,738		1,621,239
				2,315,174
INSURANCE–3.1%
AIA Group Ltd.(a)		879,400		3,066,894
Prudential PLC		253,800		2,930,580
				5,997,474
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.5%
BR Malls Participacoes SA		52,900		605,046
Etalon Group Ltd. (GDR)(a)(b)		53,835		370,923
				975,969
				43,847,192
ENERGY–13.1%
ENERGY EQUIPMENT & SERVICES–3.1%
Saipem SpA		46,275		2,389,655
Schlumberger Ltd.		42,200		3,646,080
				6,035,735
OIL, GAS & CONSUMABLE FUELS–10.0%
Adaro Energy Tbk PT		6,440,000		1,845,764
Afren PLC(a)		811,644		2,056,215

Company	Shares		U.S. $ Value
Alliance Oil Co., Ltd. (GDR)(a)		112,284	$	1,951,736
BG Group PLC		168,169		3,818,432
China Shenhua Energy Co., Ltd.–Class H		347,000		1,667,280
Exillon Energy PLC(a)		71,018		495,587
Gulf Keystone Petroleum Ltd.(a)		812,813		1,796,727
Inpex Corp.		258		1,907,440
Karoon Gas Australia Ltd.(a)		42,573		239,994
Oando PLC		2,091,324		773,213
Tullow Oil PLC		68,836		1,370,808
Ultrapar Participacoes SA (Preference Shares)		74,500		1,319,915
				19,243,111
				25,278,846
CONSUMER DISCRETIONARY–12.1%
AUTOMOBILES–2.4%
Nissan Motor Co., Ltd.		225,000		2,364,573
Volkswagen AG (Preference Shares)		10,668		2,206,095
				4,570,668
DIVERSIFIED CONSUMER SERVICES– 0.2%
Estacio Participacoes SA		28,600		366,514
HOTELS, RESTAURANTS & LEISURE–1.7%
Ajisen China Holdings Ltd.		365,500		762,839
Carnival PLC		55,935		2,167,364
Shangri-La Asia Ltd.		162,500		399,778
				3,329,981
INTERNET & CATALOG RETAIL–0.5%
Rakuten, Inc.		993		1,027,779
MEDIA–2.6%
Eutelsat Communications		51,030		2,297,396
Informa PLC		129,733		900,492
Naspers Ltd.		17,840		1,007,499
SES SA (FDR)		26,264		737,801
				4,943,188
MULTILINE RETAIL–0.3%
Golden Eagle Retail Group Ltd.		233,000		595,026
SPECIALTY RETAIL–3.0%
Belle International Holdings Ltd.		606,000		1,280,288
Dunelm Group PLC		41,400		258,471
Fast Retailing Co., Ltd.		6,100		986,543
Yamada Denki Co., Ltd.		19,590		1,596,184
Zhongsheng Group Holdings Ltd.		741,500		1,624,330
				5,745,816

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–1.4%
Cie Financiere Richemont SA		41,195	$	2,699,634
				23,278,606
INDUSTRIALS–11.2%
AEROSPACE & DEFENSE–1.0%
Safran SA		46,100		1,967,123
COMMERCIAL SERVICES & SUPPLIES–1.1%
Secom Co., Ltd.		20,000		958,931
Serco Group PLC		121,900		1,081,319
				2,040,250
ELECTRICAL EQUIPMENT–1.0%
Schneider Electric SA		11,900		1,986,963
INDUSTRIAL CONGLOMERATES–2.8%
Bidvest Group Ltd.		61,128		1,361,573
Koninklijke Philips Electronics NV		28,274		726,643
Siemens AG		14,500		1,992,601
Smiths Group PLC		65,733		1,267,936
				5,348,753
MACHINERY–2.3%
Atlas Copco AB–Class A		82,300		2,167,481
China Rongsheng Heavy Industry Group Co., Ltd.		441,500		268,205
Fanuc Corp.		11,600		1,939,787
				4,375,473
MARINE–0.5%
Orient Overseas International Ltd.		137,500		891,646
PROFESSIONAL SERVICES–0.3%
Qualicorp SA(a)		64,900		619,620
TRADING COMPANIES & DISTRIBUTORS–1.6%
Mitsui & Co., Ltd.		108,500		1,875,978
Wolseley PLC		38,700		1,263,226
				3,139,204
TRANSPORTATION INFRASTRUCTURE–0.6%
Cia de Concessoes Rodoviarias		39,000		1,160,766
				21,529,798
CONSUMER STAPLES–10.5%
BEVERAGES–1.7%
Anheuser-Busch InBev NV		39,162		2,272,859
Cia de Bebidas das Americas(a)		148		4,874
Cia de Bebidas das Americas (Preference Shares)		32,500		1,068,930
				3,346,663

Company	Shares		U.S. $ Value
FOOD & STAPLES RETAILING–2.9%
Bizim Toptan Satis Magazalari AS		15,829	$	254,094
Olam International Ltd.		479,500		1,065,931
Tesco PLC		543,373		3,510,723
X5 Retail Group NV (GDR)(a)(b)		16,750		654,925
				5,485,673
FOOD PRODUCTS–2.7%
Danone		18,576		1,386,756
Nestle SA		61,521		3,828,359
				5,215,115
HOUSEHOLD PRODUCTS–0.7%
Reckitt Benckiser Group PLC		25,000		1,380,802
TOBACCO–2.5%
British American Tobacco PLC		110,237		4,834,068
				20,262,321
INFORMATION TECHNOLOGY–9.4%
COMMUNICATIONS EQUIPMENT–1.2%
HTC Corp.		56,500		1,910,335
ZTE Corp.–Class H		108,000		391,444
				2,301,779
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%
Murata Manufacturing Co., Ltd.		17,400		1,163,337
INTERNET SOFTWARE & SERVICES–2.0%
Baidu, Inc./China (Sponsored ADR)(a)		10,000		1,401,300
Mail.ru Group Ltd. (GDR)(a)(b)		9,400		312,818
Tencent Holdings Ltd.		79,200		2,163,603
				3,877,721
IT SERVICES–0.6%
Infosys Ltd. (Sponsored ADR)		18,100		1,180,663
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.8%
ARM Holdings PLC		137,255		1,290,692
ASML Holding NV		28,167		1,038,933
Samsung Electronics Co., Ltd.		4,020		3,124,461
				5,454,086
SOFTWARE–2.2%
SAP AG		37,847		2,294,598
Temenos Group AG(a)		58,809		1,813,812
				4,108,410
				18,085,996

5

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

Company	Shares		U.S. $ Value
MATERIALS–7.1%
CONSTRUCTION MATERIALS–1.4%
CRH PLC (London)		63,407	$	1,413,464
HeidelbergCement AG		19,390		1,240,101
				2,653,565
METALS & MINING–5.7%
African Rainbow Minerals Ltd.		29,300		817,958
Aquarius Platinum Ltd.		168,200		854,988
Centamin Egypt Ltd.(a)		702,100		1,418,095
Northam Platinum Ltd.		120,100		756,321
Rio Tinto PLC		35,241		2,544,603
Vale SA (Sponsored ADR) (Local Preference Shares)		75,250		2,179,240
Xstrata PLC		115,030		2,533,581
				11,104,786
				13,758,351
HEALTH CARE–6.1%
HEALTH CARE PROVIDERS & SERVICES–0.7%
Fresenius Medical Care AG & Co. KGaA		16,165		1,209,060
PHARMACEUTICALS–5.4%
Aspen Pharmacare Holdings Ltd.(a)		67,046		833,511
Bayer AG		23,387		1,878,363
Mitsubishi Tanabe Pharma Corp.		42,000		702,938
Novartis AG		39,720		2,434,324
Novo Nordisk A/S–Class B		7,950		995,970
Pharmstandard OJSC (GDR)(a)(b)		26,500		604,200
Shire PLC		81,983		2,563,336
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		9,200		443,624
				10,456,266
				11,665,326
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.5%
Iliad SA		6,086		816,732
XL Axiata Tbk PT		230,500		165,535
				982,267
WIRELESS TELECOMMUNICATION SERVICES–1.1%
America Movil SAB de CV Series L (ADR)		20,900		1,126,092
MTN Group Ltd.		41,383		881,617
				2,007,709
				2,989,976

Company	Shares		U.S. $ Value
UTILITIES–0.8%
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.8%
China Longyuan Power Group Corp.		836,000	$	809,962
NTPC Ltd.		186,880		783,271
				1,593,233
Total Common Stocks (cost $152,055,935)				182,289,645
INVESTMENT COMPANIES–1.9%
FUNDS AND INVESTMENT TRUSTS–1.9%
iShares MSCI ACWI ex US Index Fund (cost $3,615,495)		81,700		3,679,768
WARRANTS–1.4%
FINANCIALS–1.0%
Sberbank of Russia, Merrill Lynch, expiring 11/05/12(a)		539,200		1,927,478
INFORMATION TECHNOLOGY–0.4%
Hon Hai Precision Industry Co., Ltd., JPMorgan Chase Bank NA, expiring 09/14/29(a)(b)		200,200		684,824
Total Warrants (cost $2,334,233)				2,612,302
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.2%
TIME DEPOSIT–1.2%
State Street Time Deposit 0.01%, 7/01/11 (cost $2,373,406)	$	2,373		2,373,406
TOTAL INVESTMENTS–99.1% (cost $160,379,069)				190,955,121
Other assets less liabilities–0.9%				1,769,569
NET ASSETS–100.0%			$	192,724,690

6

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC Wholselale:
Canadian Dollar settling 8/15/11		4,385	$	4,479,275	$	4,541,982	$	62,707
BNP Paribas SA:
New Zealand Dollar settling 8/15/11		2,371		1,835,960		1,958,965		123,005
New Zealand Dollar settling 8/15/11		8,787		7,184,067		7,259,985		75,918
Credit Suisse London Branch (GFX):
Euro settling 8/15/11		12,477		17,980,729		18,072,810		92,081
Deutsche Bank AG London:
Swedish Krona settling 8/15/11		5,013		798,606		790,667		(7,939	)
Swedish Krona settling 8/15/11		57,208		9,096,084		9,023,032		(73,052	)
HSBC BankUSA:
Swiss Franc settling 8/15/11		6,115		7,315,906		7,275,026		(40,880	)
Royal Bank of Canada:
Norwegian Krone settling 8/15/11		50,632		9,138,031		9,360,795		222,764
Societe Generale:
Euro settling 8/15/11		2,542		3,641,313		3,682,061		40,748
Standard Chartered Bank:
Japanese Yen settling 8/15/11		509,029		6,315,065		6,324,254		9,189
UBS AG:
Australian Dollar settling 8/15/11		3,247		3,363,668		3,464,569		100,901
Australian Dollar settling 8/15/11		3,167		3,302,833		3,379,208		76,375
Swiss Franc settling 8/15/11		2,496		2,821,062		2,969,495		148,433
Westpac Banking Corp:
Australian Dollar settling 8/15/11		3,909		4,147,214		4,170,927		23,713
Sale Contracts
Bank of America N.A:
Great British Pound settling 8/15/11		2,049		3,342,328		3,286,891		55,437
Barclays Bank PLC Wholselale:
Japanese Yen settling 8/15/11		39,018		480,080		484,766		(4,686	)
BNP Paribas SA:
Australian Dollar settling 8/15/11		715		746,878		762,909		(16,031	)
Great British Pound settling 8/15/11		15,318		25,044,318		24,572,279		472,039
Canadian imperial Bank of Commerce:
Canadian Dollar settling 8/15/11		1,548		1,600,331		1,603,418		(3,087	)
Citibank N.A:
Canadian Dollar settling 8/15/11		2,837		2,934,757		2,938,564		(3,807	)
Swiss Franc settling 8/15/11		7,736		8,821,836		9,203,532		(381,696	)
Credit Suisse London Branch (GFX):
Swiss Franc settling 8/15/11		8,737		9,788,368		10,394,423		(606,055	)
Deutsche Bank AG London:
Great British Pound settling 8/15/11		4,459		7,217,694		7,152,878		64,816
Norwegian Krone settling 8/15/11		4,256		792,995		786,845		6,150
Goldman Sachs International:
Euro settling 8/15/11		680		960,847		984,973		(24,126	)

7

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

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts (continued)
HSBC BankUSA:
Euro settling 8/15/11		5,356	$	7,840,220	$	7,758,112	$	82,108
Japanese Yen settling 8/15/11		327,605		4,086,175		4,070,215		15,960
Swedish Krona settling 8/15/11		4,866		747,528		767,481		(19,953	)
Royal Bank of Scotland PLC
Great British Pound settling 8/15/11		1,209		1,986,762		1,939,410		47,352
Royal Bank of Scotland PLC:
Swedish Krona settling 8/15/11		5,876		952,350		926,782		25,568
UBS AG:
Euro settling 8/15/11		530		747,740		767,700		(19,960	)
Westpac Banking Corp:
Japanese Yen settling 8/15/11		142,406		1,762,450		1,769,274		(6,824	)

(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, 2011, the aggregate market value of these securities amounted to $2,927,556 or 1.5% of net assets.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

GDR—Global Depositary Receipt

OJSC—Open Joint Stock Company

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $160,379,069)	$	190,955,121
Cash		19,166
Foreign currencies, at value (cost $1,678,583)		1,685,173
Receivable for investment securities sold and foreign currency transactions		7,555,391
Unrealized appreciation of forward currency exchange contracts		1,745,264
Dividends and interest receivable		728,905
Receivable for capital stock sold		12,027
Total assets		202,701,047
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		6,690,586
Payable for capital stock redeemed		1,850,056
Unrealized depreciation of forward currency exchange contracts		1,208,096
Advisory fee payable		118,563
Administrative fee payable		19,457
Distribution fee payable		14,840
Transfer Agent fee payable		134
Accrued expenses and other liabilities		74,625
Total liabilities		9,976,357
NET ASSETS	$	192,724,690
COMPOSITION OF NET ASSETS
Capital stock, at par	$	10,589
Additional paid-in capital		211,408,229
Undistributed net investment income		847,724
Accumulated net realized loss on investment and foreign currency transactions		(50,667,668	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		31,125,816
	$	192,724,690

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	120,008,174		6,571,438	$	18.26
B	$	72,716,516		4,017,263	$	18.10

See notes to financial statements.

9

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $242,761)	$	3,189,485
Interest		325
Other income		3,740
		3,193,550
EXPENSES
Advisory fee (see Note B)		737,086
Distribution fee—Class B		92,144
Transfer agency—Class A		1,105
Transfer agency—Class B		663
Custodian		65,557
Administrative		35,311
Legal		17,978
Audit		17,456
Printing		9,280
Directors’ fees		1,923
Miscellaneous		7,379
Total expenses		985,882
Net investment income		2,207,668
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		8,675,810
Foreign currency transactions		(1,007,011	)
Net change in unrealized appreciation/depreciation of:
Investments		(6,847,566	)(a)
Foreign currency denominated assets and liabilities		520,386
Net gain on investment and foreign currency transactions		1,341,619
Contributions from Adviser (see Note B)		23,222
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,572,509

(a) Net of decrease in accrued foreign capital gains taxes of $5,875.

See notes to financial statements.

10

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,207,668		$	1,851,252
Net realized gain on investment and foreign currency transactions		7,668,799			14,260,219
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(6,327,180	)		5,992,202
Contributions from Adviser (see Note B)		23,222			–0	–
Net increase in net assets from operations		3,572,509			22,103,673
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,419,977	)		(2,412,560	)
Class B		(1,907,699	)		(1,333,956	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(6,738,125	)		(14,078,593	)
Total increase (decrease)		(8,493,292	)		4,278,564
NET ASSETS
Beginning of period		201,217,982			196,939,418
End of period (including undistributed net investment income of $847,724 and $3,967,732, respectively)	$	192,724,690		$	201,217,982

See notes to financial statements.

11

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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. The U.S. GAAP disclosure requirements establish 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

12

AllianceBernstein Variable Products Series Fund

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 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, 2011:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks
Financials	$	6,915,061		$	36,932,131		$	–0	–	$	43,847,192
Energy		5,461,582			19,817,264			–0	–		25,278,846
Consumer Discretionary		624,985			22,653,621			–0	–		23,278,606
Industrials		1,780,386			19,749,412			–0	–		21,529,798
Consumer Staples		1,728,729			18,533,592			–0	–		20,262,321
Information Technology		2,581,963			15,504,033			–0	–		18,085,996
Materials		2,179,240			11,579,111			–0	–		13,758,351
Health Care		1,047,824			10,617,502			–0	–		11,665,326
Telecommunication Services		1,126,092			1,863,884			–0	–		2,989,976
Utilities		–0	–		1,593,233			–0	–		1,593,233
Investment Companies		–0	–		3,679,768			–0	–		3,679,768
Warrants		–0	–		2,612,302			–0	–		2,612,302
Short-Term Investments		–0	–		2,373,406			–0	–		2,373,406
Total Investments in Securities		23,445,862			167,509,259	+		–0	–		190,955,121
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		1,745,264			–0	–		1,745,264
Liabilities:
Forward Currency Exchange Contracts		–0	–		(1,208,096	)		–0	–		(1,208,096	)
Total	$	23,445,862		$	168,046,427		$	–0	–	$	191,492,289

* 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.

13

INTERNATIONAL GROWTH 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. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

	Warrants			Total
Balance as of 12/31/10	$	3,964,949		$	3,964,949
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		562,769			562,769
Change in unrealized appreciation/depreciation		(51,617	)		(51,617	)
Purchases		1,086,388			1,086,388
Sales		(2,950,187	)		(2,950,187	)
Transfers in to Level 3		–0	–		–0	–
Transfers out of Level 3		(2,612,302	)		(2,612,302	)
Balance as of 6/30/11	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	–0	–	$	–0	–

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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

14

AllianceBernstein Variable Products Series Fund

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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

During the six months ended June 30, 2011, the Adviser reimbursed the Portfolio $23,222 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $35,311.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $146,631, of which $0 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	56,838,319		$	67,136,323
U.S. government securities		–0	–		–0	–

15

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

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

Gross unrealized appreciation	$	35,653,107
Gross unrealized depreciation		(5,077,055	)
Net unrealized appreciation	$	30,576,052

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 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, 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.

During the six months ended June 30, 2011, the Portfolio held foreign currency exchange contracts for hedging and non-hedging purposes.

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	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	$	1,745,264	Unrealized depreciation of forward currency exchange contracts	$	1,208,096
Total		$	1,745,264		$	1,208,096

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(3,473,100	)	$	532,685
Total		$	(3,473,100	)	$	532,685

For the six months ended June 30, 2011, the average monthly principal amount of foreign currency exchange contracts was $143,054,791.

16

AllianceBernstein Variable Products Series Fund

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		171,327			489,235		$	3,173,871		$	8,214,244
Shares issued in reinvestment of dividends		183,771			151,829			3,419,977			2,412,560
Shares redeemed		(643,470	)		(1,243,504	)		(11,817,353	)		(20,302,432	)
Net decrease		(288,372	)		(602,440	)	$	(5,223,505	)	$	(9,675,628	)
Class B
Shares sold		307,129			704,801		$	5,596,943		$	11,693,125
Shares issued in reinvestment of dividends		103,398			84,588			1,907,699			1,333,956
Shares redeemed		(498,516	)		(1,080,822	)		(9,019,262	)		(17,430,046	)
Net decrease		(87,989	)		(291,433	)	$	(1,514,620	)	$	(4,402,965	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

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INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	3,746,516	$	6,286,620
Total taxable distributions		3,746,516		6,286,620
Total distributions paid	$	3,746,516	$	6,286,620

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,274,648
Accumulated capital and other losses		(57,140,896	)(a)
Unrealized appreciation/(depreciation)		34,938,414	(b)
Total accumulated earnings/(deficit)	$	(16,927,834	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $57,140,896 of which $14,639,821 expires in the year 2016 and $42,501,075 expires in the year 2017. During the fiscal year, the Portfolio utilized $9,259,128 of capital loss carryforwards.

(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 gain/losses on certain derivative instruments, and the tax treatment of passive foreign investments companies (PFICs).

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$18.42			$16.66			$12.52			$24.89			$30.37			$24.27
Income From Investment Operations
Net investment income (a)		.21			.18			.22			.38			.20			.30
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.15			1.92			4.59			(12.35	)		5.16			6.18
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.36			2.10			4.81			(11.97	)		5.36			6.48
Less: Dividends and Distributions
Dividends from net investment income		(.52	)		(.34	)		(.67	)		–0	–		(.56	)		(.23	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.40	)		(10.28	)		(.15	)
Total dividends and distributions		(.52	)		(.34	)		(.67	)		(.40	)		(10.84	)		(.38	)
Net asset value, end of period		$18.26			$18.42			$16.66			$12.52			$24.89			$30.37
Total Return
Total investment return based on net asset value (c)		1.89	%		12.89	%		39.58	%		(48.85	)%*		18.13	%		27.04	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$120,008			$126,339			$124,335			$80,458			$165,642			$81,655
Ratio to average net assets of:
Expenses		.91	%(d)		.93	%(e)		.99	%		.98	%		1.21	%(e)		1.23	%(e)
Net investment income		2.33	%(d)		1.08	%(e)		1.55	%		1.93	%		.66	%(e)		1.11	%(e)
Portfolio turnover rate		29	%		104	%		118	%		90	%		126	%		74	%

See footnote summary on page 20.

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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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$18.24			$16.51			$12.41			$24.73			$30.20			$24.16
Income From Investment Operations
Net investment income (a)		.19			.14			.18			.31			.13			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.14			1.89			4.55			(12.23	)		5.11			6.16
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.33			2.03			4.73			(11.92	)		5.24			6.38
Less: Dividends and Distributions
Dividends from net investment income		(.47	)		(.30	)		(.63	)		–0	–		(.43	)		(.19	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.40	)		(10.28	)		(.15	)
Total dividends and distributions		(.47	)		(.30	)		(.63	)		(.40	)		(10.71	)		(.34	)
Net asset value, end of period		$18.10			$18.24			$16.51			$12.41			$24.73			$30.20
Total Return
Total investment return based on net asset value (c)		1.78	%		12.61	%		39.24	%		(48.96	)%*		17.78	%		26.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72,717			$74,879			$72,604			$45,309			$57,633			$35,321
Ratio to average net assets of:
Expenses		1.16	%(d)		1.18	%(e)		1.24	%		1.23	%		1.45	%(e)		1.48	%(e)
Net investment income		2.10	%(d)		.83	%(e)		1.28	%		1.63	%		.45	%(e)		.81	%(e)
Portfolio turnover rate		29	%		104	%		118	%		90	%		126	%		74	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) 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 Portfolio’s performance for the year ended December 31, 2008 by 0.01%.

See notes to financial statements.

20

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”) at a meeting held on May 3-5, 2011.

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 2009 and 2010 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

21

INTERNATIONAL 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 2011 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 (AC) World (ex US) Index (Net) (the “MSCI AC 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 February 28, 2011, 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 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 1- and 3-year periods, in the 4th quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 1st quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio lagged the MSCI AC World Index in the 1-, 3- and 5-year periods but outperformed that index in the 10-year period. The Portfolio also lagged the MSCI World Index in the 1-, 3- and 5-year periods but outperformed that index in the 10-year and the since inception periods. The directors also reviewed performance information for periods ended March 31, 2011 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had lagged the Lipper VA International Growth Average and the indices. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review, and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors concluded that the Portfolio’s relative performance over time was acceptable.

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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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.

22

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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 4 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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.

23

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	197.4	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 $70,886 (0.04% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

24

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
International Growth Portfolio	Class A    0.93% Class B    1.18%	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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$197.4	International Research Growth AC Schedule 85 bp on first $25m 65 bp on next $25m 55 bp on next $50m 45 bp on the balance Minimum account size $25m		0.551	%		0.750	%

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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.

25

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

The Adviser also manages AllianceBernstein International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory 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	%

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.⁶ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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 Lipper’s view. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.⁸

Portfolio	Contractual Management Fee9		Lipper Exp. Group Median (%)		Rank
International Growth Portfolio		0.750		0.920		2/11

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.¹⁰ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
International Growth Portfolio		0.929		1.037		2/11		0.977		12/32

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 the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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 Portfolio’s EG includes the Portfolio, eight other VIP International Growth funds (“IFGE”) and two VIP International Core funds (“IFCE”).

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 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.

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

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

26

AllianceBernstein Variable Products Series Fund

Based on this analysis, the Portfolio has equally favorable rankings on a management fee basis and 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.

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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $175,396 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, 2010, the Adviser determined that it made payments in the amount of $377,819 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 $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions through and pay commissions to 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,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future 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, 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 Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

27

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

V. POSSIBLE ECONOMIES OF SCALE

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, 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.¹⁵ 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 $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2011.¹⁹

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		19.71		21.01		23.89		8/11		27/30
3 year		–4.38		–2.28		–1.35		8/10		24/28
5 year		2.37		3.32		2.77		7/10		18/27
10 year		8.04		4.71		5.33		1/10		3/20

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

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

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 Lipper.

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

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

28

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Growth Portfolio		19.71		–4.38		2.37		8.05		9.02		20.38		0.37		10
MSCI AC World ex US Index (Net)		21.12		–0.56		4.23		6.64		N/A		19.08		0.32		10
MSCI World ex US Index (Net)23		21.22		–1.41		3.04		5.43		5.47		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: May 24, 2011

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2011.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

23 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,021.60	$	4.21		0.84	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.63	$	4.21		0.84	%
Class B
Actual	$	1,000	$	1,020.50	$	5.46		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

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Rio Tinto PLC	$	40,832,347		3.0	%
AstraZeneca PLC		36,546,319		2.6
Vodafone Group PLC		32,360,555		2.3
Societe Generale SA		32,235,771		2.3
Allianz SE		31,431,303		2.3
ING Groep NV		29,787,141		2.2
Royal Dutch Shell PLC (Euronext Amsterdam)—Class A		29,015,598		2.1
Novartis AG		28,416,383		2.1
Japan Tobacco, Inc.		25,545,950		1.9
Toyota Motor Corp.		24,793,989		1.8
	$	310,965,356		22.6	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	340,098,367		25.1	%
Consumer Discretionary		194,554,917		14.3
Materials		162,346,827		12.0
Energy		150,348,777		11.1
Industrials		117,812,924		8.7
Health Care		110,147,470		8.1
Telecommunication Services		96,629,246		7.1
Information Technology		72,410,520		5.3
Consumer Staples		61,226,944		4.5
Utilities		44,561,002		3.3
Short-Term Investments		7,426,632		0.5
Total Investments	$	1,357,563,626		100.0	%

* Long-term investments.

** All data are as of June 30, 2011. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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 & 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

INTERNATIONAL VALUE PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	343,340,482		25.3	%
United Kingdom		282,905,432		20.8
France		139,136,965		10.3
Germany		93,119,004		6.9
Switzerland		59,369,362		4.4
Netherlands		58,888,619		4.3
Italy		54,806,712		4.0
South Korea		41,414,271		3.1
Canada		37,079,100		2.7
Brazil		34,804,413		2.6
Russia		28,055,245		2.1
Australia		27,804,257		2.0
Belgium		21,723,996		1.6
Other		127,689,136		9.4
Short-Term Investments		7,426,632		0.5
Total Investments	$	1,357,563,626		100.0	%

* All data are as of June 30, 2011. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.3% or less in the following countries: Austria, China, Denmark, Hong Kong, India, Ireland, New Zealand, Norway, Poland, Portugal, South Africa, Spain, Taiwan and Turkey.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.0%
FINANCIALS–24.7%
CAPITAL MARKETS–1.2%
Deutsche Bank AG		203,900	$	12,034,280
UBS AG(a)		245,463		4,479,593
				16,513,873
COMMERCIAL BANKS–14.7%
Australia & New Zealand Banking Group Ltd.		284,200		6,736,910
Banco do Brasil SA		514,700		9,234,357
Bank of China Ltd.		9,343,400		4,585,266
Barclays PLC		4,151,200		17,029,679
BNP Paribas		242,529		18,701,156
Danske Bank A/S(a)		273,668		5,065,014
Hana Financial Group, Inc.		153,720		5,394,006
KB Financial Group, Inc.		150,611		7,159,756
KBC Groep NV		283,500		11,124,258
Lloyds Banking Group PLC(a)		20,471,800		16,087,431
Mitsubishi UFJ Financial Group, Inc.		1,334,100		6,501,517
National Australia Bank Ltd.		762,000		21,067,347
Societe Generale		544,284		32,235,771
Sumitomo Mitsui Financial Group, Inc.		469,400		14,473,802
Turkiye Is Bankasi–Class C		1,198,100		3,677,442
Turkiye Vakiflar Bankasi Tao–Class D		3,495,600		7,903,726
UniCredit SpA		7,068,740		14,962,510
				201,939,948
DIVERSIFIED FINANCIAL SERVICES–2.9%
ING Groep NV(a)		2,417,100		29,787,141
ORIX Corp.		104,910		10,204,784
				39,991,925
INSURANCE–5.4%
Aegon NV(a)		2,017,300		13,745,922
Allianz SE		225,400		31,431,303
Aviva PLC		2,279,400		16,044,789
Muenchener Rueckversicherungs AG		89,000		13,586,291
				74,808,305
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.5%
Evergrande Real Estate Group Ltd.		3,863,000		2,544,718
New World Development Ltd.		2,832,000		4,299,598
				6,844,316
				340,098,367

Company	Shares		U.S. $ Value
CONSUMER DISCRETIONARY–14.1%
AUTO COMPONENTS–4.3%
Bridgestone Corp.		719,200	$	16,570,745
Faurecia		183,425		7,866,203
GKN PLC		3,679,100		13,716,692
Magna International, Inc.– Class A		194,700		10,527,871
NGK Spark Plug Co., Ltd.		414,000		5,720,433
Sumitomo Rubber Industries Ltd.		345,500		4,180,935
				58,582,879
AUTOMOBILES–5.0%
Mazda Motor Corp.(a)		83,000		218,722
Nissan Motor Co., Ltd.		2,151,200		22,607,417
Renault SA		355,700		21,103,801
Toyota Motor Corp.		602,100		24,793,989
				68,723,929
HOTELS, RESTAURANTS & LEISURE–0.3%
Thomas Cook Group PLC		2,017,000		4,310,368
HOUSEHOLD DURABLES–2.3%
LG Electronics, Inc.		102,050		7,956,936
Sharp Corp.		1,503,000		13,716,419
Sony Corp.		404,500		10,672,835
				32,346,190
LEISURE EQUIPMENT & PRODUCTS–0.2%
Namco Bandai Holdings, Inc.		276,300		3,325,931
MEDIA–1.0%
Vivendi SA		486,444		13,558,624
SPECIALTY RETAIL–0.5%
Esprit Holdings Ltd.		2,188,900		6,839,221
TEXTILES, APPAREL & LUXURY GOODS–0.5%
Yue Yuen Industrial Holdings Ltd.		2,159,000		6,867,775
				194,554,917
MATERIALS–11.8%
CHEMICALS–1.9%
Air Water, Inc.		112,000		1,349,224
Clariant AG(a)		254,000		4,859,374
Koninklijke DSM NV		164,849		10,698,115
Mitsubishi Gas Chemical Co., Inc.		733,000		5,370,352
Ube Industries Ltd/Japan		1,168,000		3,516,427
				25,793,492
CONTAINERS & PACKAGING–0.3%
Smurfit Kappa Group PLC(a)		358,600		4,281,955

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
METALS & MINING–9.6%
Hindalco Industries Ltd.		1,409,300	$	5,705,382
JFE Holdings, Inc.		421,300		11,586,440
KGHM Polska Miedz SA(a)		167,900		12,058,957
New Gold, Inc.(a)		231,739		2,390,796
Rio Tinto PLC		565,500		40,832,347
Tata Steel Ltd.		714,400		9,809,528
ThyssenKrupp AG		256,400		13,321,939
Vale SA (Sponsored ADR) (Local Preference Shares)		680,600		19,710,176
Xstrata PLC		765,290		16,855,815
				132,271,380
				162,346,827
ENERGY–10.9%
OIL, GAS & CONSUMABLE FUELS–10.9%
BP PLC		3,184,200		23,445,238
China Petroleum & Chemical Corp.–Class H		5,438,000		5,534,174
ENI SpA		637,800		15,115,181
Gazprom OAO (Sponsored ADR)(a)		1,084,600		15,780,930
JX Holdings, Inc.		1,426,000		9,591,335
Lukoil OAO (London) (Sponsored ADR)		141,900		9,046,125
Nexen, Inc. (Toronto)		782,380		17,635,897
OMV AG		219,100		9,571,693
Penn West Petroleum Ltd.		282,559		6,524,536
Petroleo Brasileiro SA (Sponsored ADR)		191,000		5,859,880
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		817,141		29,015,598
Tatneft (Sponsored ADR)		74,900		3,228,190
				150,348,777
INDUSTRIALS–8.6%
AEROSPACE & DEFENSE–1.3%
BAE Systems PLC		3,380,600		17,293,992
BUILDING PRODUCTS–1.5%
Asahi Glass Co., Ltd.		1,273,000		14,896,994
Cie de St-Gobain		90,000		5,833,621
				20,730,615
CONSTRUCTION & ENGINEERING–1.7%
Bouygues SA		540,000		23,746,050
ELECTRICAL EQUIPMENT–1.8%
Mitsubishi Electric Corp.		615,000		7,143,901
Sumitomo Electric Industries Ltd.		1,218,300		17,769,682
				24,913,583

Company	Shares		U.S. $ Value
INDUSTRIAL CONGLOMERATES–0.5%
Bidvest Group Ltd.		153,300	$	3,414,623
Cookson Group PLC		256,400		2,769,831
				6,184,454
ROAD & RAIL–0.6%
East Japan Railway Co.		65,900		3,774,145
Firstgroup PLC		89,896		492,331
Nippon Express Co., Ltd.		875,000		3,545,604
				7,812,080
TRADING COMPANIES & DISTRIBUTORS–1.2%
Mitsubishi Corp.		398,900		9,963,665
Mitsui & Co., Ltd.		414,600		7,168,485
				17,132,150
				117,812,924
HEALTH CARE–8.0%
PHARMACEUTICALS–8.0%
AstraZeneca PLC		731,200		36,546,319
GlaxoSmithKline PLC		253,995		5,444,195
Novartis AG		463,660		28,416,383
Otsuka Holdings Co., Ltd.		76,900		2,034,822
Roche Holding AG		129,100		21,614,012
Sanofi		200,045		16,091,739
				110,147,470
TELECOMMUNICATION SERVICES–7.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.7%
Nippon Telegraph & Telephone Corp.		500,700		24,149,672
Telecom Corp. of New Zealand Ltd.		3,166,224		6,407,091
Telecom Italia SpA (ordinary shares)		11,258,700		15,660,732
Telecom Italia SpA (savings shares)		7,794,800		9,068,289
Telenor ASA		548,900		8,982,907
				64,268,691
WIRELESS TELECOMMUNICATION SERVICES–2.3%
Vodafone Group PLC		12,203,975		32,360,555
				96,629,246
INFORMATION TECHNOLOGY–5.3%
COMPUTERS & PERIPHERALS–1.7%
Fujitsu Ltd.		1,705,000		9,745,600
Pegatron Corp.(a)		1,621,000		1,684,184
Toshiba Corp.		2,136,000		11,261,729
				22,691,513

5

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

Company	Shares		U.S. $ Value
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
AU Optronics Corp.(a)		10,198,990	$	6,993,594
LG Display Co., Ltd.		206,200		5,755,377
				12,748,971
OFFICE ELECTRONICS–0.8%
Konica Minolta Holdings, Inc.		1,368,000		11,426,196
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.5%
Samsung Electronics Co., Ltd.		19,490		15,148,196
Sumco Corp.(a)		274,900		4,654,164
				19,802,360
SOFTWARE–0.4%
Konami Corp.		242,400		5,741,480
				72,410,520
CONSUMER STAPLES–4.4%
BEVERAGES–0.7%
Asahi Breweries Ltd.		484,700		9,763,563
FOOD & STAPLES RETAILING–1.1%
Delhaize Group SA		141,263		10,599,738
Koninklijke Ahold NV		346,400		4,657,441
				15,257,179
TOBACCO–2.6%
Imperial Tobacco Group PLC		320,200		10,660,252
Japan Tobacco, Inc.		6,618		25,545,950
				36,206,202
				61,226,944

Company	Shares		U.S. $ Value
UTILITIES–3.2%
ELECTRIC UTILITIES–2.7%
E.ON AG		800,200	$	22,745,191
EDP–Energias de Portugal SA		2,752,400		9,767,822
Tokyo Electric Power Co., Inc. (The)		1,257,600		5,090,949
				37,603,962
GAS UTILITIES–0.5%
Gas Natural SDG SA		80,900		1,694,466
Tokyo Gas Co., Ltd.		1,166,000		5,262,574
				6,957,040
				44,561,002
Total Common Stocks (cost $1,262,686,489)				1,350,136,994
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
State Street Time Deposit 0.01%, 7/01/11 (cost $7,426,632)	$	7,427		7,426,632
TOTAL INVESTMENTS–98.5% (cost $1,270,113,121)				1,357,563,626
Other assets less liabilities–1.5%				19,975,143
NET ASSETS–100.0%			$	1,377,538,769

6

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50		291		September 2011	$	11,651,794	$	12,018,376	$	366,582

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Bank of America N.A:
Swiss Franc settling 7/15/11		18,832	$	21,249,323	$	22,400,338	$	1,151,015
BNP Paribas SA:
Australian Dollar settling 7/15/11		11,638		11,527,847		12,466,534		938,687
Australian Dollar settling 7/15/11		34,044		35,975,163		36,467,664		492,501
Great British Pound settling 7/15/11		18,736		30,460,239		30,066,673		(393,566	)
Canadian Imperial Bank of Commerce:
Canadian Dollar settling 7/15/11		7,229		7,393,506		7,493,584		100,078
Citibank N.A:
Norwegian Krone settling 7/15/11		27,425		5,051,668		5,080,162		28,494
Credit Suisse London Branch (GFX):
Euro settling 7/15/11		74,410		107,331,960		107,875,614		543,654
Euro settling 7/15/11		15,761		22,734,297		22,849,450		115,153
Norwegian Krone settling 7/15/11		340,850		62,545,381		63,138,493		593,112
Norwegian Krone settling 7/15/11		34,474		6,325,919		6,385,907		59,988
Deutsche Bank AG London:
Canadian Dollar settling 7/15/11		4,128		4,278,119		4,279,086		967
Swedish Krona settling 7/15/11		291,184		46,474,258		46,009,002		(465,256	)
Goldman Sachs International:
Great British Pound settling 7/15/11		9,954		16,123,390		15,973,723		(149,667	)
Great British Pound settling 7/15/11		10,445		16,918,707		16,761,657		(157,050	)
HSBC BankUSA:
Japanese Yen settling 7/15/11		369,073		4,564,887		4,584,694		19,807
Morgan Stanley And Co Inc:
Australian Dollar settling 7/15/11		17,285		17,236,083		18,515,555		1,279,472
Great British Pound settling 7/15/11		6,572		10,687,386		10,546,444		(140,942	)
Great British Pound settling 7/15/11		9,030		14,657,135		14,490,930		(166,205	)
Royal Bank of Scotland PLC:
Canadian Dollar settling 7/15/11		5,487		5,732,165		5,687,826		(44,339	)
Swiss Franc settling 7/15/11		34,715		38,159,254		41,292,891		3,133,637
Swiss Franc settling 7/15/11		11,879		13,373,337		14,129,865		756,528
Swiss Franc settling 7/15/11		10,896		12,266,678		12,960,603		693,925
Societe Generale:
Japanese Yen settling 7/15/11		1,773,259		22,007,832		22,027,758		19,926
Standard Chartered Bank:
Japanese Yen settling 7/15/11		2,137,759		26,465,831		26,555,645		89,814
State Street Bank and Trust Co:
Great British Pound settling 7/15/11		8,533		13,951,796		13,693,367		(258,429	)
UBS AG:
Swedish Krona settling 7/15/11		154,575		24,706,385		24,423,875		(282,510	)
Westpac Banking Corp:
Australian Dollar settling 7/15/11		24,749		24,620,305		26,510,933		1,890,628
Australian Dollar settling 7/15/11		34,738		36,590,578		37,211,071		620,493

7

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

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
Bank of America N.A:
Great British Pound settling 7/15/11		28,690	$	46,822,654	$	46,040,396	$	782,258
Great British Pound settling 7/15/11		10,969		17,901,627		17,602,548		299,079
Barclays Bank PLC Wholesale:
Norwegian Krone settling 7/15/11		28,922		5,211,695		5,357,464		(145,769	)
Norwegian Krone settling 7/15/11		144,169		25,979,008		26,705,628		(726,620	)
BNP Paribas SA:
Euro settling 7/15/11		41,673		59,045,765		60,415,273		(1,369,508	)
Great British Pound settling 7/15/11		4,400		7,046,292		7,060,918		(14,626	)
Japanese Yen settling 7/15/11		4,388,629		52,916,489		54,516,377		(1,599,888	)
Japanese Yen settling 7/15/11		6,628,566		79,651,740		82,341,297		(2,689,557	)
Credit Suisse London Branch (GFX):
Euro settling 7/15/11		5,875		8,320,939		8,517,259		(196,320	)
Swiss Franc settling 7/15/11		11,879		13,307,269		14,129,864		(822,595	)
Swiss Franc settling 7/15/11		28,346		31,754,176		33,717,076		(1,962,900	)
Deutsche Bank AG London:
Euro settling 7/15/11		4,805		6,773,464		6,966,030		(192,566	)
Great British Pound settling 7/15/11		4,391		7,089,708		7,046,475		43,233
Swedish Krona settling 7/15/11		30,721		4,851,160		4,854,121		(2,961	)
Swedish Krona settling 7/15/11		126,292		19,881,929		19,954,973		(73,044	)
Swedish Krona settling 7/15/11		128,922		20,269,799		20,370,531		(100,732	)
Goldman Sachs International:
Euro settling 7/15/11		5,081		7,196,017		7,366,160		(170,143	)
Euro settling 7/15/11		16,852		23,893,608		24,431,123		(537,515	)
Euro settling 7/15/11		26,732		37,901,966		38,754,615		(852,649	)
Royal Bank of Scotland PLC:
Euro settling 7/15/11		6,005		8,909,619		8,705,726		203,893
Great British Pound settling 7/15/11		4,375		7,137,637		7,020,799		116,838
Norwegian Krone settling 7/15/11		61,899		11,002,115		11,466,069		(463,954	)
Swiss Franc settling 7/15/11		6,369		7,102,948		7,575,816		(472,868	)
UBS AG:
Australian Dollar settling 7/15/11		53,672		55,818,934		57,493,022		(1,674,088	)
Canadian Dollar settling 7/15/11		45,812		47,785,992		47,488,736		297,256
Norwegian Krone settling 7/15/11		196,681		35,553,133		36,432,865		(879,732	)

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,270,113,121)	$	1,357,563,626
Cash		880,996	(a)
Foreign currencies, at value (cost $11,074,178)		11,154,440
Unrealized appreciation of forward currency exchange contracts		14,270,436
Receivable for investment securities sold		14,174,526
Dividends and interest receivable		5,069,386
Receivable for capital stock sold		613,721
Receivable for variation margin on futures contracts		186,639
Other asset		37,567
Total assets		1,403,951,337
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		17,005,999
Payable for investment securities purchased and foreign currency transactions		5,893,231
Payable for capital stock redeemed		1,698,464
Advisory fee payable		834,657
Distribution fee payable		260,048
Administrative fee payable		20,179
Transfer Agent fee payable		131
Accrued expenses		699,859
Total liabilities		26,412,568
NET ASSETS	$	1,377,538,769
COMPOSITION OF NET ASSETS
Capital stock, at par	$	92,440
Additional paid-in capital		2,261,676,471
Undistributed net investment income		5,833,628
Accumulated net realized loss on investment and foreign currency transactions		(975,273,973	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		85,210,203
	$	1,377,538,769

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	83,025,869		5,518,748	$	15.04
B	$	1,294,512,900		86,921,493	$	14.89

(a) An amount of $880,996 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2011.

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $3,287,922)	$	29,637,759
Interest		5,288
		29,643,047
EXPENSES
Advisory fee (see Note B)		5,323,743
Distribution fee—Class B		1,653,204
Transfer agency—Class A		218
Transfer agency—Class B		2,977
Printing		355,594
Custodian		157,706
Administrative		36,282
Legal		18,502
Audit		17,562
Directors’ fees		1,820
Miscellaneous		25,900
Total expenses		7,593,508
Net investment income		22,049,539
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		51,378,910
Futures contracts		69,658
Foreign currency transactions		7,967,343
Net change in unrealized appreciation/depreciation of:
Investments		(43,670,879	)(a)
Futures contracts		643,064
Foreign currency denominated assets and liabilities		(8,036,386	)
Net gain on investment and foreign currency transactions		8,351,710
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	30,401,249

(a) Net of decrease in accrued foreign capital gains taxes of $200,106.

See notes to financial statements.

10

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	22,049,539		$	26,989,334
Net realized gain (loss) on investment and foreign currency transactions		59,415,911			(7,716,337	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(51,064,201	)		(6,382,378	)
Net increase in net assets from operations		30,401,249			12,890,619
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,174,704	)		(3,614,305	)
Class B		(16,279,132	)		(36,126,076	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(65,704,775	)		(429,922,600	)
Total decrease		(52,757,362	)		(456,772,362	)
NET ASSETS
Beginning of period		1,430,296,131			1,887,068,493
End of period (including undistributed net investment income of $5,833,628 and $1,237,925, respectively)	$	1,377,538,769		$	1,430,296,131

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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. The U.S. GAAP disclosure requirements establish 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

12

AllianceBernstein Variable Products Series Fund

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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks

Financials

$

9,234,357

$

330,864,010

$

–0

–

$

340,098,367

Consumer Discretionary

10,527,871

184,027,046

–0

–

194,554,917

Materials

22,100,972

140,245,855

–0

–

162,346,827

Energy

33,248,503

117,100,274

–0

–

150,348,777

Industrials

–0

–

117,812,924

–0

–

117,812,924

Health Care

–0

–

110,147,470

–0

–

110,147,470

Telecommunication Services

–0

–

96,629,246

–0

–

96,629,246

Information Technology

–0

–

72,410,520

–0

–

72,410,520

Consumer Staples

–0

–

61,226,944

–0

–

61,226,944

Utilities

–0

–

44,561,002

–0

–

44,561,002

Short-Term Investments

–0

–

7,426,632

–0

–

7,426,632

Total Investments in Securities

75,111,703

1,282,451,923

+

–0

–

1,357,563,626

Other Financial Instruments*:

Assets:

Futures Contracts

366,582

–0

–

–0

–

366,582

#

Forward Currency Exchange Contracts

–0

–

14,270,436

–0

–

14,270,436

Liabilities:

Forward Currency Exchange Contracts

–0

–

(17,005,999

)

–0

–

(17,005,999

)

Total

$

75,478,285

$

1,279,716,360

$

–0

–

$

1,355,194,645

* 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.

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

13

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

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion, and .60% in excess of $5 billion of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps will expire on May 1, 2012 and then may be extended by the Adviser for additional one year terms. For the six months ended June 30, 2011, there was no such reimbursement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,282.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $869,517, of which $0 and $542, 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

14

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 or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	381,064,979		$	438,073,365
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	169,589,636
Gross unrealized depreciation		(82,139,131	)
Net unrealized appreciation	$	87,450,505

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 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 exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future,

15

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

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.

Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2011, the Portfolio held futures contracts for non-hedging purposes.

• 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.

During the six months ended June 30, 2011, the Portfolio held foreign currency exchange contracts for hedging and non-hedging purposes.

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	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	$	14,270,436		Unrealized depreciation of forward currency exchange contracts	$	17,005,999
Equity contracts	Receivable/Payable for variation margin on futures contracts		366,582	*
Total		$	14,637,018			$	17,005,999

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

16

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	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; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	7,347,674	$	(7,829,398	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		69,658		643,064
Total		$	7,417,332	$	(7,186,334	)

For the six months ended June 30, 2011, the average monthly principal amount of foreign currency exchange contracts was $1,101,223,931 and the average monthly original value of futures contracts was $13,963,868.

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		682,041			2,187,153		$	10,469,314		$	30,740,419
Shares issued in reinvestment of dividends		75,641			249,468			1,174,704			3,614,305
Shares redeemed		(2,237,625	)		(7,637,394	)		(33,451,905	)		(107,855,111	)
Net decrease		(1,479,943	)		(5,200,773	)	$	(21,807,887	)	$	(73,500,387	)
Class B
Shares sold		3,920,747			14,152,871		$	59,041,669		$	189,853,986
Shares issued in reinvestment of dividends		1,058,461			2,506,614			16,279,132			36,126,076
Shares redeemed		(7,843,760	)		(44,356,705	)		(119,217,689	)		(582,402,275	)
Net decrease		(2,864,552	)		(27,697,220	)	$	(43,896,888	)	$	(356,422,213	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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.

17

INTERNATIONAL 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	39,740,381	$	18,694,057
Total distributions paid	$	39,740,381	$	18,694,057

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	17,158,427
Accumulated capital and other losses		(1,008,634,911	)(a)
Unrealized appreciation/(depreciation)		94,298,929	(b)
Total accumulated earnings/(deficit)	$	(897,177,555)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $1,008,634,911 of which $41,335,504 expires in the year 2016, $917,130,062 expires in the year 2017 and $50,169,345 expires in the year 2018.

(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 gain/losses on certain derivative instruments and the tax treatment of passive foreign investment companies (“PFICs”).

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused.

18

AllianceBernstein Variable Products Series Fund

Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

19

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$14.90			$14.70			$11.05			$25.14			$24.96			$19.07
Income From Investment Operations
Net investment income (a)		.25			.27			.29			.54			.43			.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.08			.39	†		3.54			(13.15	)		1.07			6.21
Net increase (decrease) in net asset value from operations		.33			.66			3.83			(12.61	)		1.50			6.59
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.46	)		(.18	)		(.23	)		(.31	)		(.30	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(1.25	)		(1.01	)		(.40	)
Total dividends and distributions		(.19	)		(.46	)		(.18	)		(1.48	)		(1.32	)		(.70	)
Net asset value, end of period		$15.04			$14.90			$14.70			$11.05			$25.14			$24.96
Total Return
Total investment return based on net asset value (b)		2.16	%		4.59	%		34.68	%		(53.18	)%		5.84	%		35.36	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$83,026			$104,274			$179,342			$155,183			$219,691			$129,837
Ratio to average net assets of:
Expenses		.84	%(c)		.85	%(d)		.83	%		.81	%		.81	%		.85	%(d)
Net investment income		3.33	%(c)		1.94	%(d)		2.40	%		2.98	%		1.68	%		1.75	%(d)
Portfolio turnover rate		27	%		52	%		52	%		36	%		23	%		25	%

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$14.77			$14.54			$10.93			$24.88			$24.74			$18.93
Income From Investment Operations
Net investment income (a)		.23			.24			.28			.50			.36			.33
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.08			.38	†		3.47			(13.02	)		1.06			6.16
Net increase (decrease) in net asset value from operations		.31			.62			3.75			(12.52	)		1.42			6.49
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.39	)		(.14	)		(.18	)		(.27	)		(.28	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(1.25	)		(1.01	)		(.40	)
Total dividends and distributions		(.19	)		(.39	)		(.14	)		(1.43	)		(1.28	)		(.68	)
Net asset value, end of period		$14.89			$14.77			$14.54			$10.93			$24.88			$24.74
Total Return
Total investment return based on net asset value (b)		2.05	%		4.30	%		34.36	%		(53.28	)%		5.58	%		35.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,295			$1,326			$1,708			$1,659			$2,818			$1,889
Ratio to average net assets of:
Expenses		1.09	%(c)		1.10	%(d)		1.08	%		1.06	%		1.06	%		1.10	%(d)
Net investment income		3.09	%(c)		1.73	%(d)		2.38	%		2.77	%		1.41	%		1.53	%(d)
Portfolio turnover rate		27	%		52	%		52	%		36	%		23	%		25	%

(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 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.

(c) Annualized.

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

† Due to the timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

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 3-5, 2011.

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 2009 and 2010 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 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 2011 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 February 28, 2011 and (in the case of comparisons with the Index) the since inception period (May 2001 inception). The directors noted that the Portfolio was 3rd out of 4 of the Performance Group and in the 3rd quintile of the Performance Universe for the 1-year period, and 3rd out of 4 of the Performance Group and in the 5th quintile of the Performance Universe for the 3- and 5-year periods. The Portfolio lagged the Index in the 1-, 3- and 5-year periods but outperformed the Index in the since inception period. The directors also reviewed performance information for periods ended March 31, 2011 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had lagged the Lipper VA International Value Average and the Index. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors concluded that the Portfolio’s performance was acceptable. 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 a similar investment style 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 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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 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 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
International	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	1,414.3	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 $71,951 (0.01% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

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 1^st 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%		0.85% 1.10%	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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

26

AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Value Portfolio	$1,414.3	International Value Schedule5 80 bp on first $25m 60 bp on the next $25m 50 bp on the next $50m 40 bp on the balance Minimum account size $25m		0.414	%		0.750	%

The Adviser also manages AllianceBernstein International Value Fund, Inc. (“International Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Value Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Value Portfolio	International Value Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser 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 sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2011 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
International Value Portfolio	Client #1	0.40% on the first $50 million 0.31% on the next $950 million 0.27% on the next $1 billion 0.25% on the balance		0.301		0.750
	Client #27,8	0.60% on the first $1 billion 0.55% on the next $500 million 0.50% on the next $500 million 0.45% on the next $500 million 0.40% on the balance		0.585		0.750
	Client #39	0.60% of average daily net assets		0.600		0.750

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

5 The Portfolio has a similar investment style as International Value Strategy, but the Portfolio has a higher exposure to emerging markets equity than its institutional counterpart.

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

8 The client is an affiliate of the Adviser.

9 The sub-advised fund’s sub-advisory fee shown does not include any performance fee adjustment.

27

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

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)			Portfolio Advisory Fee (%)
International Value Portfolio (continued)	Client #47	0.50% on first $100 million 0.46% on next $300 million 0.41% on the balance		0.427			0.750
	Client #5	0.72% on the first $25 million 0.54% on the next $25 million 0.45% on the next $50 million 0.36% on the balance		0.373			0.750
	Client #6	0.36% of average daily net assets		0.360			0.750
	Client #7	0.35% on the first $1 billion 0.325 % on the balance		0.343			0.750
	Client #8	0.22% on the first $1 billion 0.18% on the next $1.5 billion 0.16% on the balance +/- Performance Fee (v. ACWI ex U.S.)		0.208	9		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.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolios and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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.¹⁰ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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.

10 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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.

28

AllianceBernstein Variable Products Series Fund

The Portfolio’s original EG had an insufficient number of peers in Lipper’s view. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.¹²

Portfolio	Contractual Management Fee13		Lipper Exp. Group Median (%)		Rank
International Value Portfolio		0.750		0.800		5/12

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.¹⁴ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁵

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 in the table below.

Portfolio	Expense Ratio (%)16		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
International Value Portfolio		0.847		0.854		4/12		0.990		11/50

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

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 2010, relative to 2009.

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, 2010,

12 The Portfolio’s EG includes the Portfolio, four other VIP International Value funds (“IFVE”), one VIP IFGE and six VIP IFCE.

13 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 waiver or expense cap that would effectively reduce the actual management fee.

14 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.

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

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

29

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

AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $3,527,324 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, 2010, the Adviser determined that it made payments in the amount of $2,697,792 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 $1,385 from the Portfolio.¹⁷

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 in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, 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.¹⁹ 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 AUM, family AUM, index fund indicator and investment style. The

17 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

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

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

30

AllianceBernstein Variable Products Series Fund

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 $477 billion as of March 31, 2011, 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 Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2011.²³

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		19.14		19.27		19.16		3/4		10/18
3 year		–7.71		–5.18		–2.44		3/4		15/16
5 year		–1.37		0.71		1.88		3/4		15/16

Set forth below are the 1, 3 and 5 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
									Volatility (%)		Sharpe (%)
International Value Portfolio		19.14		–7.71	–	1.37		7.34		25.39		–0.01		5
MSCI EAFE Index (Net)		20.00		–2.10		2.43		4.99		21.25		0.11		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: May 24, 2011

21 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 Lipper.

22 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU as the criteria for including/excluding a fund in/from a PG/PU is 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 fund even if a fund had a different investment classification/objective at a different point in time.

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

25 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2011.

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

31

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,041.90	$	4.25		0.84	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.63	$	4.21		0.84	%
Class B
Actual	$	1,000	$	1,041.00	$	5.52		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

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	28,174,461		6.8	%
Google, Inc.—Class A		18,168,914		4.4
JPMorgan Chase & Co.		17,348,325		4.2
Schlumberger Ltd.		15,911,856		3.8
Oracle Corp.		14,475,464		3.5
Monsanto Co.		13,237,244		3.2
Danaher Corp.		12,951,922		3.1
Noble Energy, Inc.		11,969,549		2.9
United Parcel Service, Inc.—Class B		11,486,475		2.8
Qualcomm, Inc.		11,032,593		2.7
	$	154,756,803		37.2	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	127,719,319		30.7	%
Consumer Discretionary		70,617,931		17.0
Producer Durables		53,102,213		12.8
Energy		46,205,837		11.1
Financial Services		40,673,298		9.8
Health Care		35,181,057		8.5
Materials & Processing		31,355,731		7.5
Consumer Staples		6,299,239		1.5
Utilities		3,180,639		0.8
Short-Term Investments		1,179,800		0.3
Total Investments	$	415,515,064		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on Russell.com. 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.6%
TECHNOLOGY–30.7%
COMMUNICATIONS TECHNOLOGY–5.3%
Aruba Networks, Inc.(a)		33,500	$	989,925
Juniper Networks, Inc.(a)		26,900		847,350
Qualcomm, Inc.		194,270		11,032,593
Riverbed Technology, Inc.(a)		231,700		9,173,003
				22,042,871
COMPUTER SERVICES, SOFTWARE & SYSTEMS–12.7%
Citrix Systems, Inc.(a)		136,700		10,936,000
Google, Inc.–Class A(a)		35,880		18,168,914
Intuit, Inc.(a)		110,900		5,751,274
Oracle Corp.		439,850		14,475,464
Rovi Corp.(a)		58,485		3,354,700
				52,686,352
COMPUTER TECHNOLOGY–10.0%
Apple, Inc.(a)		83,935		28,174,462
EMC Corp.(a)		373,793		10,297,997
NetApp, Inc.(a)		56,927		3,004,607
				41,477,066
SEMICONDUCTORS & COMPONENT–2.6%
Broadcom Corp.–Class A(a)		243,952		8,206,545
Marvell Technology Group Ltd.(a)		179,000		2,642,935
				10,849,480
TELECOMMUNICATIONS EQUIPMENT–0.1%
Alcatel-Lucent/France (Sponsored ADR)(a)		115,000		663,550
				127,719,319
CONSUMER DISCRETIONARY–17.0%
AUTO PARTS–4.3%
BorgWarner, Inc.(a)		99,200		8,014,368
Johnson Controls, Inc.		236,500		9,852,590
				17,866,958
CABLE TELEVISION SERVICES–2.0%
Comcast Corp.–Class A		319,700		8,101,198
DIVERSIFIED MEDIA–1.5%
News Corp.–Class A		359,000		6,354,300
DIVERSIFIED RETAIL–2.1%
Amazon.com, Inc.(a)		43,235		8,841,125
ENTERTAINMENT–1.7%
Walt Disney Co. (The)		179,200		6,995,968
HOUSEHOLD EQUIP & PROD–1.4%
Stanley Black & Decker, Inc.		77,600		5,591,080

Company	Shares		U.S. $ Value
RESTAURANTS–2.0%
Starbucks Corp.		214,105	$	8,455,006
SPECIALTY RETAIL–2.0%
Limited Brands, Inc.		196,900		7,570,805
Lowe’s Cos., Inc.		36,100		841,491
				8,412,296
				70,617,931
PRODUCER DURABLES–12.8%
AEROSPACE–1.5%
Goodrich Corp.		66,700		6,369,850
BACK OFFICE SUPPORT HR & CONSULTING–2.1%
Accenture PLC		143,095		8,645,800
DIVERSIFIED MANUFACTURING OPERATIONS–3.1%
Danaher Corp.		244,422		12,951,922
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–2.2%
Flowserve Corp.		61,097		6,713,949
Rockwell Automation, Inc.		27,065		2,348,160
				9,062,109
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.1%
Cooper Industries PLC		76,857		4,586,057
TRANSPORTATION MISCELLANEOUS–2.8%
United Parcel Service, Inc.–Class B		157,500		11,486,475
				53,102,213
ENERGY–11.1%
OIL WELL EQUIPMENT & SERVICES–4.6%
FMC Technologies, Inc.(a)		68,800		3,081,552
Schlumberger Ltd.		184,165		15,911,856
				18,993,408
OIL: CRUDE PRODUCERS–6.5%
EOG Resources, Inc.		65,215		6,818,228
Noble Energy, Inc.		133,544		11,969,549
Occidental Petroleum Corp.		63,500		6,606,540
Southwestern Energy Co.(a)		42,400		1,818,112
				27,212,429
				46,205,837
FINANCIAL SERVICES–9.8%
DIVERSIFIED FINANCIAL SERVICES–8.1%
Blackstone Group LP		386,100		6,393,816
Goldman Sachs Group, Inc. (The)		74,595		9,927,848
JPMorgan Chase & Co.		423,750		17,348,325
				33,669,989

3

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

Company	Shares		U.S. $ Value
FINANCIAL DATA & SYSTEMS–0.2%
Visa, Inc.–Class A		7,100	$	598,289
INSURANCE: MULTI-LINE–1.5%
MetLife, Inc.		146,000		6,405,020
				40,673,298
HEALTH CARE–8.4%
BIOTECHNOLOGY–2.0%
Celgene Corp.(a)		138,059		8,327,719
HEALTH CARE FACILITIES–0.7%
HCA Holdings, Inc.(a)		84,974		2,804,142
HEALTH CARE SERVICES–2.5%
Express Scripts, Inc.–Class A(a)		193,400		10,439,732
MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–0.5%
Covidien PLC		41,800		2,225,014
PHARMACEUTICALS–2.7%
Allergan, Inc.		106,925		8,901,506
Gilead Sciences, Inc.(a)		59,960		2,482,944
				11,384,450
				35,181,057
MATERIALS & PROCESSING–7.5%
CHEMICALS: DIVERSIFIED–3.7%
Dow Chemical Co. (The)		289,820		10,433,520
Potash Corp. of Saskatchewan, Inc.		91,800		5,231,682
				15,665,202

Company	Shares		U.S. $ Value
FERTILIZERS–3.2%
Monsanto Co.		182,482	$	13,237,244
METAL FABRICATING–0.6%
Precision Castparts Corp.		14,900		2,453,285
				31,355,731
CONSUMER STAPLES–1.5%
FOODS–0.4%
General Mills, Inc.		46,100		1,715,842
PERSONAL CARE–1.1%
Procter & Gamble Co. (The)		72,100		4,583,397
				6,299,239
UTILITIES–0.8%
UTILITIES: TELECOMMUNICATIONS–0.8%
Sprint Nextel Corp.(a)		590,100		3,180,639
Total Common Stocks (cost $390,853,557)				414,335,264
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.3%
TIME DEPOSIT–0.3%
State Street Time Deposit 0.01%, 7/01/11 (cost $1,179,800)	$	1,180		1,179,800
TOTAL INVESTMENTS–99.9% (cost $392,033,357)				415,515,064
Other assets less liabilities–0.1%				565,452
NET ASSETS–100.0%			$	416,080,516

CALL OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
Gilead Sciences, Inc.(b)		90	$	40.00		July 2011	$	14,355
Blackstone Group LP(b)		510		17.00		July 2011		8,415
FMC Technologies, Inc.(b)		195		42.50		July 2011		51,675
Lowes Cos., Inc.(b)		361		23.00		July 2011		21,841
Potash Corp. of Saskatchewan(b)		145		52.50		July 2011		68,150
BorgWarner, Inc.(b)		70		75.00		July 2011		43,050
Total Call Options Written (premiums received $103,006)							$	207,486

(a) Non-income producing security.

(b) One contract relates to 100 shares.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $392,033,357)	$	415,515,064
Receivable for investment securities sold		2,216,098
Dividends and interest receivable		553,874
Receivable for capital stock sold		257,846
Total assets		418,542,882
LIABILITIES
Options written, at value (premium received $103,006)		207,486
Payable for investment securities purchased		1,615,297
Advisory fee payable		250,534
Payable for capital stock redeemed		186,741
Distribution fee payable		44,504
Administrative fee payable		19,757
Transfer Agent fee payable		130
Accrued expenses		137,917
Total liabilities		2,462,366
NET ASSETS	$	416,080,516
COMPOSITION OF NET ASSETS
Capital stock, at par	$	14,597
Additional paid-in capital		620,270,890
Undistributed net investment income		10,512
Accumulated net realized loss on investment and foreign currency transactions		(227,592,710	)
Net unrealized appreciation on investments		23,377,227
	$	416,080,516

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	194,021,214		6,717,295	$	28.88
B	$	222,059,302		7,880,113	$	28.18

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $1,761)	$	2,179,836
Interest		110,002
		2,289,838
EXPENSES
Advisory fee (see Note B)		1,604,508
Distribution fee—Class B		283,256
Transfer agency—Class A		2,102
Transfer agency—Class B		2,367
Custodian		55,973
Printing		42,945
Administrative		36,319
Legal		18,040
Audit		17,350
Directors’ fees		1,915
Miscellaneous		5,130
Total expenses		2,069,905
Net investment income		219,933
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		22,746,064
Options written		960,908
Net change in unrealized appreciation/depreciation of:
Investments		(6,159,300	)
Options written		(104,480	)
Net gain on investment and foreign currency transactions		17,443,192
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	17,663,125

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	219,933		$	659,387
Net realized gain on investment and foreign currency transactions		23,706,972			105,579,900
Net change in unrealized appreciation/depreciation of investments		(6,263,780	)		(68,632,277	)
Net increase in net assets from operations		17,663,125			37,607,010
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(526,774	)		(963,805	)
Class B		(79,974	)		(588,097	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(25,472,723	)		(56,958,536	)
Total decrease		(8,416,346	)		(20,903,428	)
NET ASSETS
Beginning of period		424,496,862			445,400,290
End of period (including undistributed net investment income of $10,512 and $397,327, respectively)	$	416,080,516		$	424,496,862

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks

$

414,335,264

$

–0

–

$

–0

–

$

414,335,264

Short-Term Investments

–0

–

1,179,800

–0

–

1,179,800

Total Investments in Securities

414,335,264

1,179,800

–0

–

415,515,064

Other Financial Instruments*:

Assets

–0

–

–0

–

–0

–

–0

–

Liabilities:

Options Written

–0

–

(207,486

)

–0

–

(207,486

)

Total

$

414,335,265

$

972,314

$

–0

–

$

415,307,579

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

9

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,319.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $269,093, of which $0 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

10

AllianceBernstein Variable Products Series Fund

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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	214,397,165		$	235,902,387
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	$	32,703,949
Gross unrealized depreciation		(9,222,242	)
Net unrealized appreciation	$	23,481,707

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

• 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”.

During the six months ended June 30, 2011, the Portfolio held written options for hedging purposes.

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, 2011, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/10		–0	–	$	–0	–
Options written		9,469			1,154,556
Options closed		(8,098	)		(1,051,550	)
Options written outstanding as of 6/30/11		1,371		$	103,006

11

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

At June 30, 2011, the Portfolio had entered into the following derivatives:

	Asset Derivatives		Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value	Statement of Assets and Liabilities Location	Fair Value
Equity contracts			Options written, at value	$	207,486
Total				$	207,486

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$	960,908	$	(104,480	)
Total		$	960,908	$	(104,480	)

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 other 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, 2011 (unaudited)			Year Ended December  31, 2010			Six Months Ended June  30, 2011 (unaudited)			Year Ended December  31, 2010
Class A
Shares sold		99,036			153,817		$	2,902,481		$	3,800,148
Shares issued in reinvestment of dividends		17,766			37,546			526,774			963,805
Shares redeemed		(632,344	)		(1,317,159	)		(18,416,129	)		(32,855,265	)
Net decrease		(515,542	)		(1,125,796	)	$	(14,986,874	)	$	(28,091,312	)
Class B
Shares sold		474,736			631,026		$	13,493,811		$	15,441,353
Shares issued in reinvestment of dividends		2,764			23,467			79,974			588,097
Shares redeemed		(850,789	)		(1,844,345	)		(24,059,634	)		(44,896,674	)
Net decrease		(373,289	)		(1,189,852	)	$	(10,485,849	)	$	(28,867,224	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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.

12

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 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.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	1,551,902	$	288,603
Total taxable distributions		1,551,902		288,603
Total distributions paid	$	1,551,902	$	288,603

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	563,066
Accumulated capital and other losses		(248,133,434	)(a)
Unrealized appreciation/(depreciation)		26,309,020	(b)
Total accumulated earnings/(deficit)	$	(221,261,348	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $248,133,434 of which $167,106,343 expires in the year 2011, $52,077,408 expires in the year 2016, and $28,949,683 expires in the year 2017. During the fiscal year, the Portfolio utilized capital loss carryforwards of $94,974,587, and capital loss carryforwards of $199,013,632 expired at December 31, 2010.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward

13

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

capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$27.79			$25.36			$18.47			$30.61			$26.87			$26.99
Income From Investment Operations
Net investment income (loss) (a)		.03			.07			.10			.04			(.01	)		(.03	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.14			2.48			6.82			(12.18	)		3.75			(.09	)
Net increase (decrease) in net asset value from operations		1.17			2.55			6.92			(12.14	)		3.74			(.12	)
Less: Dividends
Dividends from net investment income		(.08	)		(.12	)		(.03	)		–0	–		–0	–		–0	–
Net asset value, end of period		$28.88			$27.79			$25.36			$18.47			$30.61			$26.87
Total Return
Total investment return based on net asset value (b)		4.19	%*		10.10	%*		37.52	%*		(39.66	)%*		13.92	%*		(.44	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$194,021			$200,977			$211,940			$181,452			$395,655			$474,069
Ratio to average net assets of:
Expenses		.84	%(c)		.85	%(d)		.88	%		.84	%		.82	%		.84	% (d)
Net investment income (loss)		.23	%(c)		.29	%(d)		.47	%		.17	%		(.03	)%		(.12	)%(d)
Portfolio turnover rate		50	%		105	%		97	%		89	%		92	%		81	%

See footnote summary on page 16.

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$27.08			$24.72			$18.03			$29.96			$26.37			$26.55
Income From Investment Operations
Net investment income (loss) (a)		(.00	)(e)		.01			.04			(.02	)		(.08	)		(.09	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.11			2.42			6.65			(11.91	)		3.67			(.09	)
Net increase (decrease) in net asset value from operations		1.11			2.43			6.69			(11.93	)		3.59			(.18	)
Less: Dividends
Dividends from net investment income		(.01	)		(.07	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$28.18			$27.08			$24.72			$18.03			$29.96			$26.37
Total Return
Total investment return based on net asset value (b)		4.10	%*		9.83	%*		37.10	%*		(39.82	)%*		13.61	%*		(.68	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$222,060			$223,520			$233,460			$192,976			$393,537			$456,374
Ratio to average net assets of:
Expenses		1.09	%(c)		1.10	%(d)		1.13	%		1.09	%		1.07	%		1.08	% (d)
Net investment income (loss)		(.01	)%(c)		.04	%(d)		.22	%		(.08	)%		(.27	)%		(.37	)%(d)
Portfolio turnover rate		50	%		105	%		97	%		89	%		92	%		81	%

(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 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.

(c) Annualized.

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

(e) Amount is less than $.005.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2011 and years ended December 31, 2010, December 31, 2009, December 31, 2008 and December 31, 2007 by 0.39%, 0.58%, 1.96%, 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 3-5, 2011.

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 2009 and 2010 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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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 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 2011 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 February 28, 2011 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 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, in the 5th quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period. The Portfolio lagged the Index in the 1-, 5- and 10-year periods, almost matched the Index in the 3-year period and outperformed the Index in the since inception period. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review, the directors concluded that the Portfolio’s relative performance was acceptable.

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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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 a registered investment company with an investment style similar to that of the Portfolio that is 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

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redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 2 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of the compensation received by the Adviser pursuant to the Advisory Agreement was similar to 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 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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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SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OF 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Growth	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	442.6	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 $71,180 (0.02% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

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Setforth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Large Cap Growth Portfolio	Class A    0.85% Class B    1.10%	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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$442.6	U.S. Large Cap Growth Schedule 80 bp on first $25m 50 bp on the next $25m 40 bp on the next $50m 30 bp on the next $100m 25 bp on the balance Minimum account size $25m		0.323	%		0.750	%

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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

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

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedules of Large Cap Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

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

Fund	Fee6
Large Cap Growth Portfolio
Class A	1.50%
Class I (Institutional)	0.70%

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 sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2011 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	Client # 1	0.35% on the first $50 million 0.30% on the next $100 million 0.25% on the balance		0.273		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.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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.⁷ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁸

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 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.

7 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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.

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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
Large Cap Growth Portfolio		0.750		0.750		5/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).¹⁰ The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
International Value Portfolio		0.854		0.816		11/14		0.805		58/81

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.

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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $538,818 in Rule 12b-1 fees.

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. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

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

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

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SENIOR OFFICER FEE EVALUATION
(continued)	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, 2010, the Adviser determined that it made payments in the amount of $833,876 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 $1,385 from the Portfolio.¹²

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, 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.¹⁴ 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.

12 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

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

14 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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

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

With assets under management of approximately $477 billion as of March 31, 2011, 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”)¹⁷ and Lipper Performance Universe (“PU”) for the periods ended February 28, 2011.¹⁸

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		21.37		21.17		23.43		7/14		55/81
3 year		4.10		4.10		4.01		7/13		38/79
5 year		2.05		3.73		3.76		13/13		67/73
10 year		0.74		1.60		1.77		9/10		44/58

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 February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Large Cap Growth Portfolio		21.37		4.10		2.05		0.74		8.72		17.94		0.01		10
Russell 1000 Growth Index		24.94		4.11		4.62		1.80		7.69		17.34		0.06		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: May 24, 2011

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 Lipper.

17 The Portfolio’s PG and PU are identical to the Portfolio’s respective EG and 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 February 28, 2011.

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 regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Money Market Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,000.00	$	1.14		0.23	%
Hypothetical (5% return before expenses)	$	1,000	$	1,023.65	$	1.15		0.23	%
Class B
Actual	$	1,000	$	1,000.00	$	1.19		0.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,023.60	$	1.20		0.24	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

	Yield*			Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–99.5%
CERTIFICATES OF DEPOSIT–38.7%
Bank of Montreal Chicago 7/26/11(a)		0.23	%	$	1,300	$	1,300,000
Bank of Nova Scotia
10/18/11(a)		0.19	%		300		299,955
9/06/11		0.31	%		1,000		1,000,000
Barclays Bank PLC NY 7/05/11(a)		0.49	%		1,400		1,400,000
Canadian Imp Bank of Comm NY 12/19/11		0.21	%		1,300		1,300,000
Credit Suisse NY 10/25/11(a)		0.24	%		1,300		1,300,000
Dnb Nor Bank ASA NY 10/14/11(a)		0.22	%		1,200		1,200,000
Mizuho Corporate Bank NY 7/08/11		0.19	%		300		300,001
National Australia Bank NY
10/19/11(a)		0.29	%		600		600,021
12/30/11(a)		0.50	%		700		700,811
Nordea Bank Finland NY 8/03/11		0.19	%		1,300		1,300,000
Norinchukin Bank NY 7/01/11		0.16	%		1,300		1,300,000
Rabobank Nederland NV NY 7/21/11		0.36	%		1,300		1,300,000
Royal Bank of Canada NY
3/29/12(a)		0.24	%		650		650,000
2/14/12(a)		0.24	%		500		499,969
1/27/12(a)		0.29	%		150		150,035
Toronto-Dominion Bank NY
10/28/11(a)		0.26	%		500		500,000
1/12/12(a)		0.27	%		800		800,000
Westpac Banking Corp. NY 1/13/12(a)		0.28	%		1,300		1,300,000
							17,200,792
MUNICIPAL OBLIGATIONS–24.2%
California Infra & Eco Dev Bk 10/01/47(b)		0.02	%		1,200		1,200,000
Connecticut Hlth & Ed Fac Auth (Yale Univ) Series 2001V-1 7/01/36(b)		0.02	%		1,000		1,000,000
Dallas Fort Worth TX Intl Arpt (United Parcel Service) 5/01/32(b)		0.04	%		1,300		1,300,000
Houston TX Hgr Ed Fin Corp. (Rice University) Series 2008B 5/15/48(b)		0.02	%		1,200		1,200,000

	Yield*			Principal Amount (000)		U.S. $ Value
Loudoun Cnty VA IDA (Howard Hughes Med Inst) 2/15/38(b)		0.05	%	$	1,300	$	1,300,000
Massachusetts Dev Fin Agy (Smith College) 7/01/24(b)		0.06	%		1,171		1,171,000
Massachusetts Hlth & Ed Facs Auth (Harvard Univ) Series 1999R 11/01/49(b)		0.02	%		1,300		1,300,000
Mississippi Business Fin Corp. (Chevron USA, Inc.) Series 2009E 12/01/30(b)		0.03	%		1,000		1,000,000
Valdez AK Marine Terminal (Exxon Mobil Corp.) Series 1993B 12/01/33(b)		0.02	%		1,300		1,300,000
							10,771,000
COMMERCIAL PAPER–16.1%
Australia & New Zealand Banking Group Ltd.
1/30/12(a)(c)		0.47	%		1,000		1,001,084
10/21/11(a)(c)		0.57	%		250		250,230
Banque Et Caisse Epargne 8/17/11		0.20	%		1,300		1,299,661
State Street Corp. 12/09/11		0.23	%		1,200		1,198,766
Svenska Handelsbank, Inc. 11/09/11		0.28	%		1,200		1,198,777
Swedbank 7/07/11		0.28	%		1,000		999,953
Toyota Motor Credit Corp. 9/21/11		0.21	%		500		499,761
UBS Finance Delaware LLC 7/13/11		0.14	%		700		699,967
							7,148,199
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS–10.1%
Federal Farm Credit Bank
11/17/11(a)		0.13	%		500		499,945
12/20/11(a)		0.15	%		500		499,953
7/20/12(a)		0.15	%		500		499,840
4/23/12(a)		0.20	%		500		500,051
4/12/12(a)		0.22	%		500		500,139
Federal Home Loan Bank 2/17/12(a)		0.14	%		500		499,836
Federal Home Loan Mortgage Corp.
2/02/12(a)		0.11	%		500		499,762
12/21/11(a)		0.14	%		500		499,904
Federal National Mortgage Association 9/19/11(a)		0.15	%		500		499,956
							4,499,386

2

AllianceBernstein Variable Products Series Fund

	Yield*			Principal Amount (000)		U.S. $ Value
CORPORATES–INVESTMENT GRADES–8.6%
BNP Paribas / BNP Paribas US Medium-Term Note Program LLC 7/21/11(a)		0.77	%	$	1,000	$	1,000,326
Commonwealth Bank of Australia 11/04/11(a)(c)		0.57	%		1,300		1,301,302
JPMorgan Chase & Co. 12/21/11(a)		0.37	%		500		500,336
PepsiCo, Inc. 7/15/11(a)		0.31	%		300		300,012
Wells Fargo & Co. 8/26/11		5.30	%		700		705,397
							3,807,373

	Yield*			Principal Amount (000)		U.S. $ Value
BANKERS ACCEPTANCE–1.8%
Bank of America NA
8/03/11		0.17	%		467		466,927
8/08/11		0.17	%		316		315,944
							782,871
TOTAL INVESTMENTS–99.5% (cost $44,209,621)							44,209,621
Other assets less liabilities–0.5%							206,161
NET ASSETS–100.0%						$	44,415,782

3

(a) Floating Rate Security. Stated interest rate was in effect at June 30, 2011.

(b) Variable Rate Demand Notes (VRDN) are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2011, the aggregate market value of these securities amounted to $2,552,616 or 5.7% of net assets.

* Represents annualized yield from date of purchase for discount securities, and stated interest rate for interest-bearing securities.

Glossary:

IDA—Industrial Development Authority/Agency

See notes to financial statements.

MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $44,209,621)	$	44,209,621
Cash		156,200
Receivable for investment securities sold		77,000
Interest receivable		22,807
Receivable due from Adviser and Distributor		3,057
Receivable for capital stock sold		1,496
Total assets		44,470,181
LIABILITIES
Legal fee payable		19,084
Audit fee payable		18,113
Custody fee payable		5,917
Printing fee payable		5,364
Payable for capital stock redeemed		3,795
Dividends payable		333
Transfer Agent fee payable		133
Accrued expenses		1,660
Total liabilities		54,399
NET ASSETS	$	44,415,782
COMPOSITION OF NET ASSETS
Capital stock, at par	$	44,431
Additional paid-in capital		44,370,432
Undistributed net investment income		475
Accumulated net realized gain on investment transactions		444
	$	44,415,782

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	18,292,603		18,298,693	$	1.00
B	$	26,123,179		26,132,289	$	1.00

See notes to financial statements.

4

MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	55,499
EXPENSES
Advisory fee (see Note B)		102,045
Distribution fee—Class B		33,144
Transfer agency—Class A		628
Transfer agency—Class B		885
Administrative		35,000
Custodian		31,360
Audit		18,096
Legal		15,070
Printing		3,077
Directors’ fees		1,798
Miscellaneous		2,602
Total expenses		243,705
Less: expenses waived and reimbursed by the Adviser (see Note B)		(157,329	)
Less: expenses waived and reimbursed by the Distributor (see Note C)		(33,144	)
Net expenses		53,232
Net investment income		2,267
REALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		444
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,711

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,267		$	5,489
Net realized gain on investment transactions		444			9
Net increase in net assets from operations		2,711			5,498
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(942	)		(2,188	)
Class B		(1,325	)		(3,301	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(3,066,116	)		(16,941,316	)
Total decrease		(3,065,672	)		(16,941,307	)
NET ASSETS
Beginning of period		47,481,454			64,422,761
End of period (including undistributed net investment income of $475 and $475, respectively)	$	44,415,782		$	47,481,454

See notes to financial statements.

6

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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 or accreted, respectively, on a constant basis to maturity.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, 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. The U.S. GAAP disclosure requirements establish 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 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)

7

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities

Assets:

Certificates of Deposit

$

–0

–

$

17,200,792

$

–0

–

$

17,200,792

Municipal Obligations

–0

–

10,771,000

–0

–

10,771,000

Commercial Paper

–0

–

7,148,199

–0

–

7,148,199

U.S. Government & Government Sponsored Agency Obligations

–0

–

4,499,386

–0

–

4,499,386

Corporates—Investment Grades

–0

–

3,807,373

–0

–

3,807,373

Bankers Acceptance

–0

–

782,871

–0

–

782,871

Total Investments in Securities

–0

–

44,209,621

–0

–

44,209,621

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

–0

–

$

44,209,621

$

–0

–

$

44,209,621

* 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. 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 U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income. It is the Portfolio’s policy to take possession 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.

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. For the six months ended June 30, 2011, the Adviser voluntarily

8

AllianceBernstein Variable Products Series Fund

agreed to waive the entire amount of such fees of $102,045. To prevent the Portfolio’s total expenses from exceeding its total income on a daily basis, the Adviser voluntarily reimbursed the Portfolio an additional amount of $20,284.

Pursuant to the investment advisory agreement, the Adviser provides certain legal and accounting services for the Portfolio. For the six months ended June 30, 2011, the Adviser voluntarily agreed to waive the entire amount of such fees of $35,000.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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, 2011, the Distributor has voluntarily agreed to waive all of the distribution fees in the amount of $33,144 for Class B shares, limiting the effective annual rate to .00%.

NOTE D: Investment Transactions, Income Taxes and Distributions to Shareholders

At June 30, 2011, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes. The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	5,489	$	79,215
Total distributions paid	$	5,489	$	79,215

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	475
Total accumulated earnings/(deficit)	$	475

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

9

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

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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		3,488,436			4,212,329		$	3,488,436		$	4,212,329
Shares issued in reinvestment of dividends		952			2,240			952			2,240
Shares redeemed		(4,465,976	)		(10,263,330	)		(4,465,976	)		(10,263,330	)
Net decrease		(976,588	)		(6,048,761	)	$	(976,588	)	$	(6,048,761	)
Class B
Shares sold		7,172,542			7,580,223		$	7,172,542		$	7,580,223
Shares issued in reinvestment of dividends		1,359			3,398			1,359			3,398
Shares redeemed		(9,263,429	)		(18,476,176	)		(9,263,429	)		(18,476,176	)
Net decrease		(2,089,528	)		(10,892,555	)	$	(2,089,528	)	$	(10,892,555	)

NOTE F: Risks Involved in Investing in the Portfolio

Money Market Fund Risk—Money market funds are sometimes unable to maintain a net asset value (“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, 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 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. 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 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.

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.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

10

MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS

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

	CLASS A
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
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		.00	(a)(b)		.00	(a)(b)		.00	(a)(b)		.02			.04			.04
Less: Dividends
Dividends from net investment income		.00	(a)		.00	(a)		.00	(a)		(.02	)		(.04	)		(.04	)
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 (c)		0.00	%		.01	%		.17	%		1.90	%		4.35	%		4.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,293			$19,269			$25,318			$28,520			$23,610			$27,087
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.23	%(d)		.26	%(e)		.66	%		.96	%		.99	%		.93	%(e)
Expenses, before waivers/reimbursements		.93	%(d)		.88	%(e)		.90	%		.96	%		.99	%		.93	%(e)
Net investment income		.01	%(b)(d)		.01	%(b)(e)		.18	%(b)		1.85	%		4.28	%		4.13	%(e)

See footnote summary on page 12.

11

MONEY MARKET 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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
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		.00	(a)(b)		.00	(a)(b)		.00	(a)(b)		.02			.04			.04
Less: Dividends
Dividends from net investment income		.00	(a)		.00	(a)		.00	(a)		(.02	)		(.04	)		(.04	)
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 (c)		0.00	%		.01	%		.09	%		1.64	%		4.08	%		3.96	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$26,123			$28,212			$39,105			$36,423			$23,846			$24,537
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.24	%(d)		.26	%(e)		.71	%		1.20	%		1.24	%		1.19	%(e)
Expenses, before waivers/reimbursements		1.18	%(d)		1.13	%(e)		1.15	%		1.20	%		1.24	%		1.19	%(e)
Net investment income		.01	%(b)(d)		.01	%(b)(e)		.08	%(b)		1.57	%		4.00	%		3.89	%(e)

(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 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 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) Annualized.

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

See notes to financial statements.

12

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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. The first factor is an additional factor required to be considered by the AoD. The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what Section 36(b) of the 40 Act requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.              2010. In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”³

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

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 21, 2010 and discussed with the Board of Directors on November 2-4, 2010.

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 Jones v. Harris at 11.

13

MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 09/30/10 ($MIL)		Portfolio
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	50.9	Money Market Portfolio5

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 $82,467 (0.125% of the Portfolio’s average daily net assets) for such services.⁶

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

Portfolio	Total Expense Ratio				Fiscal Year
		Net		Gross
Money Market Portfolio	Class A Class B		0.66% 0.71%	0.90% 1.15%	December 31

In response to low interest rates in the marketplace that have depressed money market yield, the Adviser or its affiliates, is waiving advisory fees and reimbursing additional expenses on its proprietary money market products, including Money Market Portfolio, in order for those products to achieve a target yield of 0.01%. With respect to Money Market Portfolio, the Adviser has been waiving a portion of the advisory fees it receives while its affiliates have been reimbursing the Portfolio a portion of the 12b-1 fees and administrative fees that they receive.

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 Portfolios are more costly than those for institutional accounts due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. 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.

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

5 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 5, 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.

6 For the fiscal year ended December 31, 2009, the Adviser voluntarily waived $17,615 of the $82,467 in reimbursements that the Adviser was entitled to receive, which reduced the reimbursement as a percentage of average daily net assets to approximately 0.098%.

14

AllianceBernstein Variable Products Series Fund

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fee charged to institutional accounts that have a similar investment style as the Portfolio.⁷ 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 and the Portfolio’s advisory fee based on September 30, 2010 net assets:

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%

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 Fee8
Money Market Portfolio	Short Maturity Dollar
	Class A	1.05% on 1st $100 million 1.00% on next $100 million 0.95% on the balance
	Class I (Institutional)	0.50% on 1st $100 million 0.45% on next $100 million 0.40% on the balance

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.⁹ 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 subject Portfolio.¹¹

7 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 13.

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

9 It should be noted that the Jones Court discussion of fund fee comparisons, “Courts should not rely too heavily on comparisons with fees charged to mutual funds by other advisers. These comparisons are problematic because those fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 13.

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

15

MONEY MARKET 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 Fee12		Lipper Exp. Group Median		Rank
Money Market Portfolio		0.450		0.450		8/15

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 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 always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009 when equity markets declined substantially, and conversely through the remainder of 2009 when equity markets rallied, the effects on the funds’ total expense ratios caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 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
Money Market Portfolio		0.660		0.438		14/15		0.429		42/43

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 2009, relative to 2008.

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 and distribution to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2009 will not be reflective of the market rally that occurred post March 2009, in contrast to a fund with a fiscal year end of December 31, 2009.

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

16

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 is 0.25%. During the fiscal year ended December 31, 2009, ABI received $99,406 in Rule 12b-1 fees from the Portfolio.¹⁶

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, 2009, the Adviser determined that it made payments in the amount of $73,745 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”).¹⁷ During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁸

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁹ 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 Deli²⁰ study on advisory fees and various fund characteristics.²¹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²² The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees 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 For the fiscal year ended December 31, 2009, ABI voluntarily waived $69,704 of the $99,406 in 12b-1 fees that ABI was entitled to receive for Class B shares, limiting the effective annual fee to 0.07%.

17 It should be noted that the insurance companies, linked to the variable products, provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

18 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2009.

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

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

21 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 14.

22 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.

17

MONEY MARKET 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 $484 billion as of September 30, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year net and gross performance returns and rankings of the Portfolio²³ relative to its Lipper Performance Group (“PG”)²⁴ and Lipper Performance Universe (“PU”) for the periods ended July 31, 2010.²⁵

Money Market Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
(Net)
1 year		0.01		0.01		0.01		6/15		27/55
3 year		1.27		1.47		1.50		13/15		48/55
5 year		2.36		2.64		2.69		14/15		51/54
10 year		2.13		2.34		2.42		14/15		48/50
(Gross)
1 year		0.67		0.44		0.43		2/15		2/55
3 year		2.08		2.07		1.97		7/15		19/55
5 year		3.24		3.24		3.18		8/15		19/54
10 year		2.93		2.93		2.93		7/15		22/50

Set forth below are the 1, 3, 5, 10 year and since inception net performance returns of the Portfolio (in bold)²⁶ versus its benchmark.²⁷

	Periods Ending July 31, 2010 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)
Money Market Portfolio		0.01		1.27		2.36		2.13		3.10
Lipper VA Money Market Fund Average		0.02		1.45		2.62		2.37		3.43
Barclays Capital U.S. Treasury Bill Index		0.25		1.62		2.82		1.60		3.06

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 22, 2010

23 The net performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the net and gross performance returns of the Portfolio were provided by Lipper. 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 net performance returns of the Portfolio to be different from Lipper.

24 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.

25 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.

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

27 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2010.

18

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account  Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During  Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	1,102.60	$	4.33		0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.68	$	4.16		0.83	%
Class B
Actual	$	1,000	$	1,101.60	$	5.63		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

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	8,265,231		10.2	%
Boston Properties, Inc.		4,105,101		5.0
Public Storage		4,058,756		5.0
ProLogis, Inc.		3,487,411		4.3
Vornado Realty Trust		3,261,300		4.0
Ventas, Inc.		2,957,031		3.6
Health Care REIT, Inc.		2,595,285		3.2
Equity Residential		2,442,000		3.0
Rayonier, Inc.		2,276,794		2.8
SL Green Realty Corp.		2,212,629		2.7
	$	35,661,538		43.8	%

INDUSTRY DIVERSIFICATION^**

June 30, 2011 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	15,296,548		18.8	%
Multi-Family		11,451,871		14.1
Regional Mall		11,157,205		13.7
Office		10,477,383		12.9
Self Storage		7,502,875		9.2
Lodging		7,438,563		9.1
Health Care		6,503,696		8.0
Industrial Warehouse Distribution		4,075,941		5.0
Shopping Center/Other Retail		3,039,392		3.7
Student Housing		2,093,044		2.6
Manufactured Homes		824,208		1.0
Triple Net		606,119		0.7
Short-Term Investments		994,437		1.2
Total Investments	$	81,461,282		100.0	%

* Long-term investments.

** The Portfolio’s industry breakdown is expressed as a percentage of total investments and may vary over time.

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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
EQUITY:OTHER–27.5%
DIVERSIFIED/SPECIALTY–18.8%
American Assets Trust, Inc.		54,400	$	1,221,280
BioMed Realty Trust, Inc.		73,500		1,414,140
Coresite Realty Corp.		30,082		493,345
Digital Realty Trust, Inc.		26,800		1,655,704
Forest City Enterprises, Inc.(a)		55,390		1,034,131
Lexington Realty Trust		43,800		399,894
Potlatch Corp.		18,600		656,022
Rayonier, Inc.		34,840		2,276,794
RLJ Lodging Trust		44,082		765,704
Vornado Realty Trust		35,000		3,261,300
Weyerhaeuser Co.		96,900		2,118,234
				15,296,548
HEALTH CARE–8.0%
Health Care REIT, Inc.		49,500		2,595,285
National Health Investors, Inc.		21,413		951,380
Ventas, Inc.		56,100		2,957,031
				6,503,696
TRIPLE NET–0.7%
Entertainment Properties Trust		12,979		606,119
				22,406,363
RESIDENTIAL–26.9%
MANUFACTURED HOMES–1.0%
Equity Lifestyle Properties, Inc.		13,200		824,208
MULTI-FAMILY–14.1%
Associated Estates Realty Corp.		36,900		599,625
BRE Properties, Inc.		24,950		1,244,506
Camden Property Trust		27,425		1,744,778
Colonial Properties Trust		80,200		1,636,080
Equity Residential		40,700		2,442,000
Essex Property Trust, Inc.		13,000		1,758,770
Home Properties, Inc.		16,424		999,893
Mid-America Apartment Communities, Inc.		15,210		1,026,219
				11,451,871
SELF STORAGE–9.2%
Extra Space Storage, Inc.		97,500		2,079,675
Public Storage		35,600		4,058,756
U-Store-It Trust		129,700		1,364,444
				7,502,875
STUDENT HOUSING–2.6%
American Campus Communities, Inc.		23,700		841,824
Education Realty Trust, Inc.		146,000		1,251,220
				2,093,044
				21,871,998

Company	Shares		U.S. $ Value
RETAIL–17.4%
REGIONAL MALL–13.7%
General Growth Properties, Inc.		11,864	$	198,010
Glimcher Realty Trust		192,700		1,830,650
Simon Property Group, Inc.		71,111		8,265,231
Taubman Centers, Inc.		14,583		863,314
				11,157,205
SHOPPING CENTER/OTHER RETAIL–3.7%
Excel Trust, Inc.		106,400		1,173,592
Tanger Factory Outlet Centers		22,400		599,648
Weingarten Realty Investors		50,324		1,266,152
				3,039,392
				14,196,597
OFFICE–12.9%
OFFICE–12.9%
Boston Properties, Inc.		38,669		4,105,101
Douglas Emmett, Inc.		101,900		2,026,791
Duke Realty Corp.		102,900		1,441,629
Kilroy Realty Corp.		17,504		691,233
SL Green Realty Corp.		26,700		2,212,629
				10,477,383
LODGING–9.1%
LODGING–9.1%
Ashford Hospitality Trust, Inc.		134,600		1,675,770
Host Hotels & Resorts, Inc.		78,498		1,330,541
Hyatt Hotels Corp.(a)		27,900		1,138,878
Intercontinental Hotels Group PLC		42,100		861,821
LaSalle Hotel Properties		48,200		1,269,588
Sunstone Hotel Investors, Inc.(a)		55,651		515,885
Wyndham Worldwide Corp.		19,200		646,080
				7,438,563
INDUSTRIALS–5.0%
INDUSTRIAL WAREHOUSE DISTRIBUTION–5.0%
First Industrial Realty Trust, Inc.(a)		51,400		588,530
ProLogis, Inc.		97,305		3,487,411
				4,075,941
Total Common Stocks (cost $68,181,574)				80,466,845

3

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS– 1.2%
TIME DEPOSIT–1.2%
State Street Time Deposit 0.01%, 7/01/11 (cost $994,437)	$	994	$	994,437
TOTAL INVESTMENTS–100.0% (cost $69,176,011)				81,461,282
Other assets less liabilities–0.0%				(23,067	)
NET ASSETS–100.0%			$	81,438,215

(a) Non-income producing security.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $69,176,011)	$	81,461,282
Foreign currencies, at value (cost $41,218)		40,286
Receivable for investment securities sold		1,909,242
Dividends and interest receivable		196,015
Receivable for capital stock sold		12,677
Total assets		83,619,502
LIABILITIES
Payable for investment securities purchased		2,040,352
Payable for capital stock redeemed		42,203
Advisory fee payable		36,435
Administrative fee payable		19,756
Distribution fee payable		3,087
Transfer Agent fee payable		134
Accrued expenses		39,320
Total liabilities		2,181,287
NET ASSETS	$	81,438,215
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,949
Additional paid-in capital		61,363,338
Undistributed net investment income		1,295,394
Accumulated net realized gain on investment and foreign currency transactions		6,488,009
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		12,284,525
	$	81,438,215

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	66,424,243		5,671,981	$	11.71
B	$	15,013,972		1,277,205	$	11.76

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	1,255,885
Interest		68
		1,255,953
EXPENSES
Advisory fee (see Note B)		217,292
Distribution fee—Class B		18,185
Transfer agency—Class A		1,002
Transfer agency—Class B		226
Administrative		35,067
Custodian		34,939
Audit		17,463
Legal		15,550
Printing		4,761
Directors’ fees		1,932
Miscellaneous		942
Total expenses		347,359
Net investment income		908,594
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		7,381,581
Foreign currency transactions		(1,695	)
Net change in unrealized appreciation/depreciation of:
Investments		(527,300	)
Foreign currency denominated assets and liabilities		(828	)
Net gain on investment and foreign currency transactions		6,851,758
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,760,352

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	908,594		$	1,441,621
Net realized gain on investment and foreign currency transactions		7,379,886			15,630,087
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(528,128	)		446,692
Net increase in net assets from operations		7,760,352			17,518,400
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(926,394	)		(763,869	)
Class B		(175,422	)		(167,325	)
Net realized gain on investment transactions
Class A		(6,988,236	)		–0	–
Class B		(1,581,076	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net increase		2,376,550			13,551,553
Total increase		465,774			30,138,759
NET ASSETS
Beginning of period		80,972,441			50,833,682
End of period (including undistributed net investment income of $1,295,394 and $1,488,616, respectively)	$	81,438,215		$	80,972,441

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities

Assets:

Common Stocks

Equity: Other

$

22,406,363

$

–0

–

$

–0

–

$

22,406,363

Residential

21,871,998

–0

–

–0

–

21,871,998

Retail

14,196,597

–0

–

–0

–

14,196,597

Office

10,477,383

–0

–

–0

–

10,477,383

Lodging

6,576,742

861,821

–0

–

7,438,563

Industrials

4,075,941

–0

–

–0

–

4,075,941

Short-Term Investments

–0

–

994,437

–0

–

994,437

Total Investments in Securities

79,605,024

1,856,258

–0

–

81,461,282

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

79,605,024

$

1,856,258

$

–0

–

$

81,461,282

* 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 Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $35,067.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $91,831, of which $0 and $27, 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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.

10

AllianceBernstein Variable Products Series Fund

In the event that the Plan is terminated or not continued, no distribution or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	50,949,993		$	51,685,738
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	$	12,659,780
Gross unrealized depreciation		(374,509	)
Net unrealized appreciation	$	12,285,271

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		268,764			3,637,050		$	3,308,338		$	37,579,037
Shares issued in reinvestment of dividends and distributions		663,422			67,960			7,914,630			763,869
Shares redeemed		(792,930	)		(2,145,189	)		(9,736,996	)		(23,776,629	)
Net increase		139,256			1,559,821		$	1,485,972		$	14,566,277
Class B
Shares sold		135,423			148,955		$	1,665,532		$	1,593,828
Shares issued in reinvestment of dividends and distributions		146,619			14,834			1,756,498			167,325
Shares redeemed		(206,873	)		(255,766	)		(2,531,452	)		(2,775,877	)
Net increase (decrease)		75,169			(91,977	)	$	890,578		$	(1,014,724	)

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010			2009
Distributions paid from:
Ordinary income	$	931,194		$	1,138,748
Long-term capital gains		–0	–		828,577
Total taxable distributions		931,194			1,967,325
Total distributions paid	$	931,194		$	1,967,325

12

AllianceBernstein Variable Products Series Fund

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,072,788
Accumulated capital and other gains		7,777,113	(a)
Unrealized appreciation/(depreciation)		12,128,803	(b)
Total accumulated earnings/(deficit)	$	21,978,704

(a) During the fiscal year, the portfolio utilized capital loss carryforwards of $6,949,830.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

13

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$12.02			$9.64			$7.86			$16.23			$22.83			$19.98
Income From Investment Operations
Net investment income (a)		.14			.23			.19			.26			.22			.29
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.12			2.30			1.98			(4.38	)		(2.91	)		6.02
Net increase (decrease) in net asset value from operations		1.26			2.53			2.17			(4.12	)		(2.69	)		6.31
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.15	)		(.23	)		(.26	)		(.30	)		(.47	)
Distributions from net realized gain on investment transactions		(1.39	)		–0	–		(.16	)		(3.99	)		(3.61	)		(2.99	)
Total dividends and distributions		(1.57	)		(.15	)		(.39	)		(4.25	)		(3.91	)		(3.46	)
Net asset value, end of period		$11.71			$12.02			$9.64			$7.86			$16.23			$22.83
Total Return
Total investment return based on net asset value (b)		10.26	%*		26.34	%		29.46	%		(35.68	)%		(14.53	)%		35.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$66,424			$66,493			$38,317			$24,082			$50,015			$80,317
Ratio to average net assets of:
Expenses		.83	%(c)		.87	%(d)		1.25	%		1.01	%		.85	%		.83	%(d)
Net investment income		2.34	%(c)		2.15	%(d)		2.50	%		2.13	%		1.09	%		1.33	%(d)
Portfolio turnover rate		64	%		132	%		94	%		46	%		51	%		47	%

See footnote summary on page 15.

14

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$12.05			$9.67			$7.86			$16.20			$22.80			$19.94
Income From Investment Operations
Net investment income (a)		.13			.20			.20			.22			.16			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.12			2.31			1.97			(4.37	)		(2.90	)		6.03
Net increase (decrease) in net asset value from operations		1.25			2.51			2.17			(4.15	)		(2.74	)		6.25
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.13	)		(.20	)		(.20	)		(.25	)		(.40	)
Distributions from net realized gain on investment transactions		(1.39	)		–0	–		(.16	)		(3.99	)		(3.61	)		(2.99	)
Total dividends and distributions		(1.54	)		(.13	)		(.36	)		(4.19	)		(3.86	)		(3.39	)
Net asset value, end of period		$11.76			$12.05			$9.67			$7.86			$16.20			$22.80
Total Return
Total investment return based on net asset value (b)		10.16	%*		26.05	%		29.22	%		(35.82	)%		(14.76	)%		34.88	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$15,014			$14,479			$12,517			$11,104			$22,281			$33,461
Ratio to average net assets of:
Expenses		1.08	%(c)		1.13	%(d)		1.53	%		1.26	%		1.10	%		1.08	%(d)
Net investment income		2.11	%(c)		1.89	%(d)		2.67	%		1.83	%		.80	%		1.04	%(d)
Portfolio turnover rate		64	%		132	%		94	%		46	%		51	%		47	%

(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 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.

(c) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2011 by 0.06%.

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 3-5, 2011.

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 2009 and 2010 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.

16

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers 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 2011 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 (NAREIT) 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 February 28, 2011 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 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-year period, in the 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 3-year period, in the 2nd quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 1st quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio lagged the FTSE NAREIT Equity Index in the 1-year period but outperformed that index in the 3-, 5- and 10-year and the since inception periods. The Portfolio outperformed the S&P 500 Index in all 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 higher than that in the Portfolio’s Advisory Agreement prior to taking account of the administrative expense reimbursements to the Adviser. The directors noted that adding the administrative expense reimbursement to the Adviser resulted in a lower rate of total compensation to the Adviser under the institutional fee schedule than what is paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The 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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 11 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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 OF 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	79.0	Real Estate Investment Portfolio

1 It should be noted that the information in the fee summary was completed on April 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

19

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 $73,999 (0.11% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Real Estate Investment Portfolio	Class A    0.87%		December 31
	Class B    1.13%

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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$79.0	U.S. REIT Strategy Schedule 70 bp on first $25m 60 bp on next $25m 50 on the balance Minimum account size $25m		0.595	%		0.550	%

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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.

20

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a substantially somewhat investment style as the Portfolio. Set forth below are the fee schedule of Global Real Estate Investment Fund, Inc.⁵ and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee	Portfolio Advisory Fee
Real Estate Investment Portfolio	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 Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁷

Fund	Fee8
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.⁹ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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		0.800		1/13

5 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.

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 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.

8 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.

9 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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.

Portfolio	Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Real Estate Investment Portfolio		0.871		0.888		5/13		0.888		9/21

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

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.

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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $34,124 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, 2010, the Adviser determined that it made payments in the amount of $52,496 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the 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 $1,385 from the Portfolio.¹⁴

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

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

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

22

AllianceBernstein Variable Products Series Fund

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, 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.¹⁶ 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 $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

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 Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2011.²⁰

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		35.10		36.67		35.10		8/13		11/21
3 year		6.09		5.17		3.19		3/12		4/20
5 year		3.55		2.79		2.78		4/11		5/19
10 year		12.23		10.76		11.09		1/7		1/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		35.10		6.09		3.55		12.23		9.83		24.12		0.51		10
FTSE NAREIT Equity REIT Index24		39.54		3.80		2.97		11.78		9.48		24.94		0.49		10
S&P 500 Stock Index		22.58		1.05		2.87		2.62		5.90		16.04		0.10		10
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: May 24, 2011

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 Lipper.

19 The Portfolio’s PG and PU are identical to the Portfolio’s respective EG and 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 February 28, 2011.

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 regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

24 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,133.90	$	6.14		1.16	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.04	$	5.81		1.16	%
Class B
Actual	$	1,000	$	1,132.40	$	7.45		1.41	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.80	$	7.05		1.41	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Select Comfort Corp.	$	970,920		1.5	%
SXC Health Solutions Corp.		961,633		1.5
HMS Holdings Corp.		926,591		1.4
Aspen Technology, Inc.		890,044		1.4
Healthspring, Inc.		881,992		1.4
Cabot Oil & Gas Corp.		876,618		1.3
Hexcel Corp.		857,869		1.3
Zumiez, Inc.		851,977		1.3
ADTRAN, Inc.		841,942		1.3
IDEX Corp.		835,158		1.3
	$	8,894,744		13.7	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	17,693,305		27.6	%
Industrials		14,073,719		21.9
Health Care		12,669,325		19.7
Consumer Discretionary		10,783,269		16.8
Energy		4,467,020		7.0
Financials		3,156,639		4.9
Materials		892,979		1.4
Short-Term Investments		428,457		0.7
Total Investments	$	64,164,713		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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 & 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

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.4%
INFORMATION TECHNOLOGY–27.3%
COMMUNICATIONS EQUIPMENT–5.1%
ADTRAN, Inc.		21,750	$	841,942
Aruba Networks, Inc.(a)		25,382		750,038
Ixia(a)		30,132		385,690
Netgear, Inc.(a)		18,590		812,755
Riverbed Technology, Inc.(a)		12,249		484,938
				3,275,363
INTERNET SOFTWARE & SERVICES–3.9%
DealerTrack Holdings, Inc.(a)		35,930		824,594
LogMeIn, Inc.(a)		10,990		423,884
OpenTable, Inc.(a)		6,250		519,500
RightNow Technologies, Inc.(a)		24,100		780,840
				2,548,818
IT SERVICES–0.7%
VeriFone Systems, Inc.(a)		10,579		469,179
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.2%
Entegris, Inc.(a)		49,696		502,924
Fairchild Semiconductor International, Inc.(a)		40,093		669,954
Hittite Microwave Corp.(a)		8,180		506,424
International Rectifier Corp.(a)		25,290		707,361
Magnachip Semiconductor Corp.(a)		22,674		261,204
Netlogic Microsystems, Inc.(a)		19,572		791,100
Teradyne, Inc.(a)		37,230		551,004
				3,989,971
SOFTWARE–11.4%
Aspen Technology, Inc.(a)		51,807		890,044
Concur Technologies, Inc.(a)		9,890		495,192
Fortinet, Inc.(a)		23,696		646,664
Informatica Corp.(a)		10,350		604,750
MICROS Systems, Inc.(a)		12,800		636,288
QLIK Technologies, Inc.(a)		17,627		600,376
Radiant Systems, Inc.(a)		38,154		797,419
RealD, Inc.(a)		26,154		611,742
SuccessFactors, Inc.(a)		24,900		732,060
Taleo Corp.(a)		20,004		740,748
TIBCO Software, Inc.(a)		22,560		654,691
				7,409,974
				17,693,305
INDUSTRIALS–21.7%
AEROSPACE & DEFENSE–2.2%
Hexcel Corp.(a)		39,190		857,869
Keyw Holding Corp. (The)(a)		45,113		558,950
				1,416,819
AIR FREIGHT & LOGISTICS–1.0%
Atlas Air Worldwide Holdings, Inc.(a)		10,707		637,173

Company	Shares		U.S. $ Value
BUILDING PRODUCTS–0.9%
Simpson Manufacturing Co., Inc.		20,370	$	608,452
COMMERCIAL SERVICES & SUPPLIES–1.3%
Interface, Inc.		42,950		831,941
ELECTRICAL EQUIPMENT–1.6%
AMETEK, Inc.		14,650		657,785
Thermon Group Holdings, Inc.(a)		29,848		358,176
				1,015,961
MACHINERY–6.6%
Actuant Corp.–Class A		27,320		732,996
IDEX Corp.		18,215		835,158
Lincoln Electric Holdings, Inc.		20,880		748,548
Middleby Corp.(a)		7,530		708,121
RBC Bearings, Inc.(a)		16,520		623,795
Valmont Industries, Inc.		6,910		666,055
				4,314,673
MARINE–1.3%
Kirby Corp.(a)		14,663		830,952
PROFESSIONAL SERVICES–3.1%
CoStar Group, Inc.(a)		13,976		828,497
RPX Corp.(a)		15,724		440,744
TrueBlue, Inc.(a)		50,968		738,017
				2,007,258
ROAD & RAIL–2.6%
Genesee & Wyoming, Inc.– Class A(a)		11,950		700,748
Knight Transportation, Inc.		32,340		549,457
Zipcar, Inc.(a)		22,725		463,817
				1,714,022
TRADING COMPANIES & DISTRIBUTORS–1.1%
United Rentals, Inc.(a)		27,420		696,468
				14,073,719
HEALTH CARE–19.6%
BIOTECHNOLOGY–6.6%
Amarin Corp. PLC (ADR)(a)		32,320		467,671
Ardea Biosciences, Inc.(a)		9,020		229,649
Ariad Pharmaceuticals, Inc.(a)		28,380		321,545
Arqule, Inc.(a)		41,577		259,856
AVEO Pharmaceuticals, Inc.(a)		15,010		309,356
Cepheid, Inc.(a)		19,422		672,778
Human Genome Sciences, Inc.(a)		7,310		179,387
Incyte Corp. Ltd.(a)		16,020		303,419
InterMune, Inc.(a)		14,410		516,599
Ironwood Pharmaceuticals, Inc.(a)		12,270		192,884
NPS Pharmaceuticals, Inc.(a)		29,650		280,193
Pharmacyclics, Inc.(a)		7,770		81,119
Pharmasset, Inc.(a)		3,853		432,307
United Therapeutics Corp.(a)		680		37,468
				4,284,231

3

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

Company	Shares		U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–4.1%
NxStage Medical, Inc.(a)		27,987	$	582,689
Sirona Dental Systems, Inc.(a)		13,955		741,011
Volcano Corp.(a)		22,740		734,275
Zoll Medical Corp.(a)		10,735		608,245
				2,666,220
HEALTH CARE PROVIDERS & SERVICES–5.6%
Centene Corp.(a)		20,420		725,523
Healthspring, Inc.(a)		19,128		881,992
HMS Holdings Corp.(a)		12,054		926,591
IPC The Hospitalist Co., Inc.(a)		13,370		619,699
Vanguard Health Systems, Inc.(a)		27,935		479,644
				3,633,449
HEALTH CARE TECHNOLOGY–1.5%
SXC Health Solutions Corp.(a)		16,321		961,633
PHARMACEUTICALS–1.8%
Impax Laboratories, Inc.(a)		21,670		472,189
MAP Pharmaceuticals, Inc.(a)		14,940		238,592
Optimer Pharmaceuticals, Inc.(a)		34,736		413,011
				1,123,792
				12,669,325
CONSUMER DISCRETIONARY–16.6%
DISTRIBUTORS–1.2%
LKQ Corp.(a)		30,750		802,267
DIVERSIFIED CONSUMER SERVICES–0.9%
K12, Inc.(a)		17,790		589,561
HOTELS, RESTAURANTS & LEISURE–4.6%
Gaylord Entertainment Co.(a)		18,930		567,900
Life Time Fitness, Inc.(a)		12,357		493,168
Orient-Express Hotels Ltd.– Class A(a)		59,920		644,140
Panera Bread Co.–Class A(a)		5,455		685,475
Texas Roadhouse, Inc.–Class A		33,710		591,105
				2,981,788
HOUSEHOLD DURABLES–1.0%
Tempur-Pedic International, Inc.(a)		9,585		650,055
INTERNET & CATALOG RETAIL–1.2%
Shutterfly, Inc.(a)		14,112		810,311
MEDIA–1.3%
National CineMedia, Inc.		39,000		659,490
Pandora Media, Inc.(a)		9,163		173,272
				832,762

Company	Shares		U.S. $ Value
SPECIALTY RETAIL–6.4%
Dick’s Sporting Goods, Inc.(a)		17,850	$	686,333
Select Comfort Corp.(a)		54,000		970,920
Tractor Supply Co.		12,030		804,566
Ulta Salon Cosmetics & Fragrance, Inc.(a)		12,430		802,729
Zumiez, Inc.(a)		34,120		851,977
				4,116,525
				10,783,269
ENERGY–6.9%
ENERGY EQUIPMENT & SERVICES–3.1%
Complete Production Services, Inc.(a)		21,552		718,975
Dril-Quip, Inc.(a)		9,570		649,133
Oceaneering International, Inc.		15,720		636,660
				2,004,768
OIL, GAS & CONSUMABLE FUELS–3.8%
Cabot Oil & Gas Corp.		13,220		876,618
Oasis Petroleum, Inc.(a)		8,775		260,442
Resolute Energy Corp.(a)		37,680		608,909
SM Energy Co.		9,748		716,283
				2,462,252
				4,467,020
FINANCIALS–4.9%
CAPITAL MARKETS–2.9%
Affiliated Managers Group, Inc.(a)		5,740		582,323
Greenhill & Co., Inc.		5,770		310,541
KBW, Inc.		17,042		318,686
Stifel Financial Corp.(a)		18,606		667,211
				1,878,761
COMMERCIAL BANKS–2.0%
Iberiabank Corp.		11,119		640,899
Signature Bank(a)		11,136		636,979
				1,277,878
				3,156,639
MATERIALS–1.4%
CHEMICALS–1.4%
PolyOne Corp.		7,341		113,565
Solutia, Inc.(a)		34,110		779,414
				892,979
Total Common Stocks (cost $48,071,750)				63,736,256

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.6%
TIME DEPOSIT–0.6%
State Street Time Deposit 0.01%, 7/01/11 (cost $428,457)	$	428	$	428,457
TOTAL INVESTMENTS–99.0% (cost $48,500,207)				64,164,713
Other assets less liabilities–1.0%				631,330
NET ASSETS–100.0%			$	64,796,043

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $48,500,207)	$	64,164,713
Receivable for investment securities sold		1,074,012
Dividends and interest receivable		11,030
Receivable for capital stock sold		11,003
Total assets		65,260,758
LIABILITIES
Payable for investment securities purchased		315,376
Advisory fee payable		38,964
Administrative fee payable		20,713
Payable for capital stock redeemed		13,813
Distribution fee payable		6,702
Transfer Agent fee payable		134
Accrued expenses		69,013
Total liabilities		464,715
NET ASSETS	$	64,796,043
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,542
Additional paid-in capital		50,924,980
Accumulated net investment loss		(340,526	)
Accumulated net realized loss on investment transactions		(1,456,459	)
Net unrealized appreciation on investments		15,664,506
	$	64,796,043

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	31,882,573		1,718,725	$	18.55
B	$	32,913,470		1,823,104	$	18.05

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	71,409
Interest		62
		71,471
EXPENSES
Advisory fee (see Note B)		239,576
Distribution fee—Class B		41,256
Transfer agency—Class A		680
Transfer agency—Class B		726
Custodian		46,524
Administrative		36,273
Legal		17,950
Audit		17,334
Printing		8,756
Directors’ fees		2,017
Miscellaneous		905
Total expenses		411,997
Net investment loss		(340,526	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		7,546,032
Net change in unrealized appreciation/depreciation of investments		601,001
Net gain on investment transactions		8,147,033
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,806,507

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(340,526	)	$	(460,286	)
Net realized gain on investment transactions		7,546,032			6,528,737
Net change in unrealized appreciation/depreciation of investments		601,001			7,834,069
Net increase in net assets from operations		7,806,507			13,902,520
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(1,156,531	)		6,571,097
Total increase		6,649,976			20,473,617
NET ASSETS
Beginning of period		58,146,067			37,672,450
End of period (including accumulated net investment income/(loss) of ($340,526) and $0, respectively)	$	64,796,043		$	58,146,067

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

9

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

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities

Assets:

Common Stocks

$

63,736,256

$

–0

–

$

–0

–

$

63,736,256

Short-Term Investments

–0

–

428,457

–0

–

428,457

Total Investments in Securities

63,736,256

428,457

–0

–

64,164,713

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

63,736,256

$

428,457

$

–0

–

$

64,164,713

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

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

	Warrants**			Total
Balance as of 12/31/10	$	–0	–	$	–0	–
Accrued discounts/premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		–0	–		–0	–
Purchases		–0	–		–0	–
Sales		–0	–		–0	–
Transfers into Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/11	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/11*	$	–0	–	$	–0	–

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

** The Portfolio held a security with zero market value at period end.

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.

10

AllianceBernstein Variable Products Series Fund

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,273.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $53,520, of which $288 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

11

SMALL CAP GROWTH 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 or 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	27,664,281		$	29,996,571
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	$	16,312,281
Gross unrealized depreciation		(647,775	)
Net unrealized appreciation	$	15,664,506

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

12

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		142,134			229,854		$	2,540,469		$	3,198,966
Shares redeemed		(197,478	)		(370,220	)		(3,530,211	)		(4,881,213	)
Net decrease		(55,344	)		(140,366	)	$	(989,742	)	$	(1,682,247	)
Class B
Shares sold		360,819			1,171,263		$	6,216,613		$	16,036,702
Shares redeemed		(365,220	)		(611,325	)		(6,383,402	)		(7,783,358	)
Net increase (decrease)		(4,401	)		559,938		$	(166,789	)	$	8,253,344

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk–Investing in securities of foreign companies or foreign governments involve 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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

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

NOTE H: Components of Accumulated Earnings (Deficit)

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(7,770,663	)(a)
Unrealized appreciation/(depreciation)		13,831,677	(b)
Total accumulated earnings/(deficit)	$	6,061,014

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward of $7,770,663 of which $1,108,672 expires in the year 2016 and $6,661,991 expires in the year 2017. During the fiscal year, the Portfolio utilized $6,204,459 of capital loss carryforwards. Additionally, $35,022,341 of capital loss carryforwards expired in the current fiscal year.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$16.36			$11.95			$8.43			$15.48			$13.57			$12.26
Income From Investment Operations
Net investment loss (a)		(.08	)		(.13	)		(.13	)		(.13	)		(.12	)		(.12	)
Net realized and unrealized gain (loss) on investment transactions		2.27			4.54			3.65			(6.92	)		2.03			1.43
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		2.19			4.41			3.52			(7.05	)		1.91			1.31
Net asset value, end of period		$18.55			$16.36			$11.95			$8.43			$15.48			$13.57
Total Return
Total investment return based on net asset value (c)		13.39	%		36.90	%*		41.76	%*		(45.54	)%*		14.08	%		10.69	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$31,883			$29,018			$22,876			$18,003			$39,867			$48,498
Ratio to average net assets of:
Expenses		1.16	%(d)		1.37	%(e)		1.62	%		1.32	%		1.20	%		1.16	%(e)
Net investment loss		(.94	)%(d)		(1.00	)%(e)		(1.33	)%		(1.02	)%		(.81	)%		(.90	)%(e)
Portfolio turnover rate		43	%		95	%		106	%		129	%		88	%		76	%

See footnote summary on page 16.

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SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$15.94			$11.67			$8.26			$15.19			$13.36			$12.09
Income From Investment Operations
Net investment loss (a)		(.10	)		(.16	)		(.15	)		(.15	)		(.15	)		(.15	)
Net realized and unrealized gain (loss) on investment transactions		2.21			4.43			3.56			(6.78	)		1.98			1.42
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		2.11			4.27			3.41			(6.93	)		1.83			1.27
Net asset value, end of period		$18.05			$15.94			$11.67			$8.26			$15.19			$13.36
Total Return
Total investment return based on net asset value (c)		13.24	%		36.59	%*		41.28	%*		(45.62	)%*		13.70	%		10.51	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$32,913			$29,128			$14,796			$11,111			$24,937			$22,070
Ratio to average net assets of:
Expenses		1.41	%(d)		1.62	%(e)		1.87	%		1.60	%		1.44	%		1.41	%(e)
Net investment loss		(1.19	)%(d)		(1.23	)%(e)		(1.58	)%		(1.29	)%		(1.05	)%		(1.15	)%(e)
Portfolio turnover rate		43	%		95	%		106	%		129	%		88	%		76	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(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 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) 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 Portfolio’s performance for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.28% 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 3-5, 2011.

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 2009 and 2010 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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SMALL 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 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 2011 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 February 28, 2011 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 1st quintile of the Performance Group and the Performance Universe for the 1-year period, in the 2nd quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods, and in the 1st quintile of the Performance Group and 2nd quintile of the Performance Universe for the 10-year period. The Portfolio lagged the Index in the since inception period but outperformed the Index in the 1-, 3-, 5- and 10-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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the initial 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 higher than that in the Portfolio’s Advisory Agreement (including the impact of the expense reimbursement to the Adviser pursuant to the 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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds

18

AllianceBernstein Variable Products Series Fund

such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 17 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 similar to 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 very small asset base of approximately $42 million significantly impacted 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Growth	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	67.3	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 $70,968 (0.17% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

20

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
Small Cap Growth Portfolio	Class A	1.37%	December 31
	Class B	1.62%

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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ 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 March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small Cap Growth Portfolio	$	67.3	Small Cap Growth Schedule		0.961	%		0.750	%
			100 bp on first $50m
			85 bp on the next $50m
			75 bp on the balance
			Minimum account size $25m

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedules of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small-Cap Growth Portfolio6	Cap Fund, Inc.—Small Cap	0.75% on first $2.5 billion		0.750%		0.750%
	Growth Portfolio	0.65% on next $2.5 billion
		0.60% on the balance

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 sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2011 net assets.

Fund	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Eff. Mgmt. Fee (%)		Portfolio Adv. Fee (%)
Small Cap Growth Portfolio	Client #17,8	0.60% on first $1 billion		0.600		0.750
		0.55% on next $500 million
		0.50% on next $500 million
		0.45% on next $500 million
		0.40% on the balance
	Client #2	0.65% on 1st $25 million		0.619		0.750
		0.60% on next $75 million
		0.55% on the balance

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.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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.

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.

22

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.⁹ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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		0.900		3/12

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 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
Small Cap Growth Portfolio		1.370		1.030		12/12		0.964		37/37

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.

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 2010, relative to 2009.

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’

9 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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

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

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

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

23

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $44,470 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, 2010, the Adviser determined that it made payments in the amount of $389,165 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 $1,385 from the Portfolio.¹⁴

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 in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

In February 2008, 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.¹⁶ The independent consultant first reiterated the results of

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

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

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

24

AllianceBernstein Variable Products Series Fund

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 $477 billion as of March 31, 2011, 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 February 28, 2011.²⁰

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		46.51		37.06		35.89		1/12		1/37
3 year		10.82		7.67		8.27		4/11		9/35
5 year		5.44		2.97		4.93		3/11		13/34
10 year		5.95		3.12		5.35		1/9		8/26

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		46.51		10.82		5.44		5.95		4.99		22.81		0.27		10
Russell 2000 Growth Index		36.33		7.13		4.56		5.04		5.25		22.66		0.23		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: May 24, 2011

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 Lipper.

19 The Portfolio’s PG and PU are identical to the Portfolio’s respective EG and 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 February 28, 2011.

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 regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,038.80	$	4.15		0.82	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.73	$	4.11		0.82	%
Class B
Actual	$	1,000	$	1,037.40	$	5.41		1.07	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.49	$	5.36		1.07	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Bristow Group, Inc.	$	7,964,222		1.5	%
Health Net, Inc.		7,746,526		1.4
NV Energy, Inc.		7,257,480		1.4
NiSource, Inc.		7,241,400		1.3
Aircastle Ltd.		7,129,560		1.3
Portland General Electric Co.		7,128,960		1.3
CapitalSource, Inc.		7,109,835		1.3
UGI Corp.		7,018,989		1.3
PolyOne Corp.		7,003,269		1.3
Entertainment Properties Trust		6,995,660		1.3
	$	72,595,901		13.4	%

SECTOR DIVERSIFICATION ^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	138,034,038		25.5	%
Consumer Discretionary		85,875,764		15.9
Information Technology		66,291,494		12.3
Utilities		52,577,416		9.7
Energy		48,654,936		9.0
Industrials		43,889,049		8.1
Materials		35,762,150		6.6
Consumer Staples		28,896,374		5.4
Health Care		28,679,817		5.3
Short-Term Investments		11,889,452		2.2
Total Investments	$	540,550,490		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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 & 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

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.5%
FINANCIALS –25.5%
CAPITAL MARKETS–0.9%
MF Global Holdings Ltd.(a)		604,000	$	4,674,960
COMMERCIAL BANKS–6.6%
Associated Banc-Corp		225,400		3,133,060
CapitalSource, Inc.		1,102,300		7,109,835
Comerica, Inc.		180,600		6,243,342
Hancock Holding Co.		143,750		4,453,375
Popular, Inc.(a)		1,737,957		4,796,761
Susquehanna Bancshares, Inc.		414,464		3,315,712
Umpqua Holdings Corp.		297,040		3,436,753
Webster Financial Corp.		158,200		3,325,364
				35,814,202
INSURANCE–6.8%
Amtrust Financial Services, Inc.		229,600		5,230,288
Aspen Insurance Holdings Ltd.		198,200		5,099,686
Endurance Specialty Holdings Ltd.		155,500		6,426,815
PartnerRe Ltd.		64,000		4,406,400
Platinum Underwriters Holdings Ltd.		181,250		6,024,750
Reinsurance Group of America, Inc.–Class A		81,600		4,966,176
Unum Group		178,400		4,545,632
				36,699,747
REAL ESTATE INVESTMENT TRUSTS (REITs)–8.0%
BioMed Realty Trust, Inc.		344,900		6,635,876
BRE Properties, Inc.		139,850		6,975,718
Camden Property Trust		107,600		6,845,512
DiamondRock Hospitality Co.		541,600		5,811,368
Entertainment Properties Trust		149,800		6,995,660
Glimcher Realty Trust		581,900		5,528,050
Sunstone Hotel Investors, Inc.(a)		498,530		4,621,373
				43,413,557
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.7%
Forest City Enterprises, Inc.(a)		215,300		4,019,651
THRIFTS & MORTGAGE FINANCE–2.5%
First Niagara Financial Group, Inc.		368,100		4,858,920
People’s United Financial, Inc.		277,100		3,724,224
Washington Federal, Inc.		293,900		4,828,777
				13,411,921
				138,034,038
CONSUMER DISCRETIONARY–15.8%
AUTO COMPONENTS–3.5%
Cooper Tire & Rubber Co.		203,500		4,027,265
Dana Holding Corp.(a)		318,200		5,823,060

Company	Shares		U.S. $ Value
Lear Corp.		73,100	$	3,909,388
TRW Automotive Holdings Corp.(a)		90,100		5,318,603
				19,078,316
HOTELS, RESTAURANTS & LEISURE–0.9%
Royal Caribbean Cruises Ltd.(a)		132,700		4,994,828
HOUSEHOLD DURABLES–2.4%
American Greetings Corp.		275,500		6,623,020
NVR, Inc.(a)		8,810		6,391,479
				13,014,499
MEDIA–1.4%
Gannett Co., Inc.		325,800		4,665,456
Meredith Corp.		94,000		2,926,220
				7,591,676
MULTILINE RETAIL–2.0%
Big Lots, Inc.(a)		160,700		5,327,205
Saks, Inc.(a)		475,800		5,314,686
				10,641,891
SPECIALTY RETAIL–4.6%
ANN, Inc.(a)		231,091		6,031,475
Foot Locker, Inc.		280,450		6,663,492
GameStop Corp.–Class A(a)		118,500		3,160,395
Office Depot, Inc.(a)		908,300		3,833,026
Signet Jewelers Ltd.(a)		116,900		5,472,089
				25,160,477
TEXTILES, APPAREL & LUXURY GOODS–1.0%
Jones Group, Inc. (The)		497,150		5,394,077
				85,875,764
INFORMATION TECHNOLOGY–12.2%
COMMUNICATIONS EQUIPMENT–0.6%
Arris Group, Inc.(a)		295,900		3,435,399
COMPUTERS & PERIPHERALS–0.6%
NCR Corp.(a)		176,700		3,337,863
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–6.7%
Anixter International, Inc.		47,300		3,090,582
Arrow Electronics, Inc.(a)		130,200		5,403,300
AU Optronics Corp. (Sponsored ADR)(a)		867,542		5,968,689
Avnet, Inc.(a)		206,500		6,583,220
Flextronics International Ltd.(a)		936,500		6,012,330
Insight Enterprises, Inc.(a)		391,600		6,935,236
TTM Technologies, Inc.(a)		155,752		2,495,147
				36,488,504

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
IT SERVICES–2.2%
Amdocs Ltd.(a)		171,600	$	5,214,924
Convergys Corp.(a)		498,700		6,802,268
				12,017,192
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.1%
Entegris, Inc.(a)		569,400		5,762,328
SOFTWARE–1.0%
Take-Two Interactive Software, Inc.(a)		343,600		5,250,208
				66,291,494
UTILITIES–9.7%
ELECTRIC UTILITIES–4.8%
NV Energy, Inc.		472,800		7,257,480
PNM Resources, Inc.		316,200		5,293,188
Portland General Electric Co.		282,000		7,128,960
Unisource Energy Corp.		172,900		6,454,357
				26,133,985
GAS UTILITIES–2.3%
Atmos Energy Corp.		164,000		5,453,000
UGI Corp.		220,100		7,018,989
				12,471,989
MULTI-UTILITIES–2.6%
CMS Energy Corp.		341,800		6,730,042
NiSource, Inc.		357,600		7,241,400
				13,971,442
				52,577,416
ENERGY–9.0%
ENERGY EQUIPMENT & SERVICES–3.1%
Bristow Group, Inc.		156,100		7,964,222
Helix Energy Solutions Group, Inc.(a)		137,800		2,281,968
Helmerich & Payne, Inc.		98,900		6,539,268
				16,785,458
OIL, GAS & CONSUMABLE FUELS–5.9%
Forest Oil Corp.(a)		199,400		5,325,974
Petroleum Development Corp.(a)		109,300		3,269,163
Quicksilver Resources, Inc.(a)		317,800		4,690,728
Stone Energy Corp.(a)		156,700		4,762,113
Swift Energy Co.(a)		155,300		5,788,031
Teekay Corp.		97,600		3,013,888
Tesoro Corp.(a)		219,100		5,019,581
				31,869,478
				48,654,936
INDUSTRIALS–8.1%
AIRLINES–0.7%
Alaska Air Group, Inc.(a)		57,400		3,929,604

Company	Shares		U.S. $ Value
COMMERCIAL SERVICES & SUPPLIES–0.8%
Avery Dennison Corp.		114,300	$	4,415,409
CONSTRUCTION & ENGINEERING–0.8%
Tutor Perini Corp.		220,000		4,219,600
ELECTRICAL EQUIPMENT–2.6%
EnerSys(a)		105,600		3,634,752
General Cable Corp.(a)		125,600		5,348,048
Thomas & Betts Corp.(a)		90,650		4,881,503
				13,864,303
MACHINERY–1.3%
Briggs & Stratton Corp.		107,100		2,127,006
Mueller Industries, Inc.		132,500		5,023,075
				7,150,081
TRADING COMPANIES & DISTRIBUTORS–1.9%
Aircastle Ltd.		560,500		7,129,560
WESCO International, Inc.(a)		58,800		3,180,492
				10,310,052
				43,889,049
MATERIALS–6.6%
CHEMICALS–3.6%
Arch Chemicals, Inc.		111,167		3,828,591
Huntsman Corp.		258,750		4,877,438
OM Group, Inc.(a)		91,947		3,736,726
PolyOne Corp.		452,700		7,003,269
				19,446,024
METALS & MINING–3.0%
Commercial Metals Co.		415,400		5,960,990
Reliance Steel & Aluminum Co.		120,325		5,974,136
Steel Dynamics, Inc.		269,600		4,381,000
				16,316,126
				35,762,150
CONSUMER STAPLES–5.3%
BEVERAGES–1.3%
Constellation Brands, Inc.–Class A(a)		332,025		6,912,761
FOOD PRODUCTS–4.0%
Bunge Ltd.		70,300		4,847,185
Dole Food Co., Inc.(a)		388,500		5,252,520
Smithfield Foods, Inc.(a)		230,200		5,034,474
Tyson Foods, Inc.–Class A		352,700		6,849,434
				21,983,613
				28,896,374
HEALTH CARE–5.3%
HEALTH CARE EQUIPMENT & SUPPLIES–1.2%
Kinetic Concepts, Inc.(a)		116,100		6,690,843

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HEALTH CARE PROVIDERS & SERVICES–3.2%
Health Net, Inc.(a)		241,400	$	7,746,526
LifePoint Hospitals, Inc.(a)		159,445		6,231,111
Molina Healthcare, Inc.(a)		119,437		3,239,131
				17,216,768
PHARMACEUTICALS–0.9%
Par Pharmaceutical Cos., Inc.(a)		144,700		4,772,206
				28,679,817
Total Common Stocks (cost $462,332,313)				528,661,038

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–2.2%
TIME DEPOSIT–2.2%
State Street Time Deposit 0.01%, 7/01/11 (cost $11,889,452)	$	11,889	$	11,889,452
TOTAL INVESTMENTS–99.7% (cost $474,221,765)				540,550,490
Other assets less liabilities–0.3%				1,589,977
NET ASSETS–100.0%			$	542,140,467

(a) Non-income producing security.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $474,221,765)	$	540,550,490
Receivable for investment securities sold		4,182,346
Dividends and interest receivable		605,611
Receivable for capital stock sold		490,102
Total assets		545,828,549
LIABILITIES
Payable for investment securities purchased		2,846,295
Payable for capital stock redeemed		338,027
Advisory fee payable		326,635
Distribution fee payable		73,068
Administrative fee payable		20,335
Transfer Agent fee payable		134
Accrued expenses		83,588
Total liabilities		3,688,082
NET ASSETS	$	542,140,467
COMPOSITION OF NET ASSETS
Capital stock, at par	$	31,007
Additional paid-in capital		457,373,260
Undistributed net investment income		1,278,539
Accumulated net realized gain on investment transactions		17,128,936
Net unrealized appreciation on investments		66,328,725
	$	542,140,467

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	178,619,273		10,187,498	$	17.53
B	$	363,521,194		20,819,006	$	17.46

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	3,864,506
Interest		420
		3,864,926
EXPENSES
Advisory fee (see Note B)		2,070,486
Distribution fee—Class B		465,652
Transfer agency—Class A		750
Transfer agency—Class B		1,555
Custodian		55,655
Printing		42,643
Administrative		36,313
Legal		18,026
Audit		17,396
Directors’ fees		1,915
Miscellaneous		6,787
Total expenses		2,717,178
Net investment income		1,147,748
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		50,763,680
Net change in unrealized appreciation/depreciation of investments		(31,415,485	)
Net gain on investment transactions		19,348,195
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	20,495,943

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, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,147,748		$	1,839,633
Net realized gain on investment transactions		50,763,680			35,733,642
Net change in unrealized appreciation/depreciation of investments		(31,415,485	)		70,526,935
Net increase in net assets from operations		20,495,943			108,100,210
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(823,225	)		(697,881	)
Class B		(889,880	)		(881,228	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(29,146,301	)		47,057,185
Total increase (decrease)		(10,363,463	)		153,578,286
NET ASSETS
Beginning of period		552,503,930			398,925,644
End of period (including undistributed net investment income of $1,278,539 and $1,843,896, respectively)	$	542,140,467		$	552,503,930

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities

Assets:

Common Stocks

$

528,661,038

$

–0

–

$

–0

–

$

528,661,038

Short-Term Investments

–0

–

11,889,452

–0

–

11,889,452

Total Investments in Securities

528,661,038

11,889,452

–0

–

540,550,490

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

528,661,038

$

11,889,452

$

–0

–

$

540,550,490

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps will expire on May 1, 2012 and may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2011, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,313.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $526,709, of which $0 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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.

11

SMALL/MID CAP VALUE 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	171,682,079		$	204,962,278
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	$	80,853,756
Gross unrealized depreciation		(14,525,031	)
Net unrealized appreciation	$	66,328,725

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other 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, 2011 (unaudited)			Year Ended December 31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
Class A
Shares sold		904,794			2,995,169		$	16,012,620		$	45,129,753
Shares issued in reinvestment of dividends		45,183			44,622			823,225			697,881
Shares redeemed		(1,031,641	)		(2,785,219	)		(18,138,614	)		(40,334,023	)
Net increase (decrease)		(81,664	)		254,572		$	(1,302,769	)	$	5,493,611
Class B
Shares sold		1,550,707			7,472,466		$	27,170,462		$	110,787,329
Shares issued in reinvestment of dividends		49,029			56,525			889,880			881,228
Shares redeemed		(3,217,422	)		(4,905,646	)		(55,903,874	)		(70,104,983	)
Net increase (decrease)		(1,617,686	)		2,623,345		$	(27,843,532	)	$	41,563,574

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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.

12

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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010			2009
Distributions paid from:
Ordinary income	$	1,579,109		$	3,067,524
Long-term capital gains		–0	–		14,053,685
Total taxable distributions		1,579,109			17,121,209
Total distributions paid	$	1,579,109		$	17,121,209

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,843,897
Accumulated capital and other losses		(31,347,683	)(a)
Unrealized appreciation/(depreciation)		95,457,149	(b)
Total accumulated earnings/(deficit)	$	65,953,363

(a) On December 31, 2010, the Portfolio had a capital loss carryforward for federal income tax purposes of $31,347,683 which expires in the year 2017.

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

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years,

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$16.95			$13.41			$9.92			$17.11			$18.08			$17.06
Income From Investment Operations
Net investment income (a)		.05			.08			.08			.13			.11			.20
Net realized and unrealized gain (loss) on investment transactions		.61			3.52			4.01			(5.63	)		.36			2.14
Net increase (decrease) in net asset value from operations		.66			3.60			4.09			(5.50	)		.47			2.34
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.06	)		(.12	)		(.11	)		(.17	)		(.08	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		(.48	)		(1.58	)		(1.27	)		(1.24	)
Total dividends and distributions		(.08	)		(.06	)		(.60	)		(1.69	)		(1.44	)		(1.32	)
Net asset value, end of period		$17.53			$16.95			$13.41			$9.92			$17.11			$18.08
Total Return
Total investment return based on net asset value (b)		3.88	%		26.91	%		42.86	%		(35.58	)%		1.71	%		14.42	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$178,619			$174,068			$134,291			$99,957			$146,350			$159,804
Ratio to average net assets of:
Expenses		.82	%(c)		.84	%(d)		.87	%		.86	%		.83	%		.86	%(d)
Net investment income		.59	%(c)		.56	%(d)		.70	%		.95	%		.59	%		1.15	%(d)
Portfolio turnover rate		31	%		54	%		58	%		49	%		32	%		46	%

See footnote summary on page 16.

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SMALL/MID CAP VALUE 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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$16.87			$13.36			$9.87			$17.03			$18.00			$16.99
Income From Investment Operations
Net investment income (a)		.03			.05			.05			.10			.07			.16
Net realized and unrealized gain (loss) on investment transactions		.60			3.50			4.01			(5.61	)		.37			2.13
Net increase (decrease) in net asset value from operations		.63			3.55			4.06			(5.51	)		.44			2.29
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.04	)		(.09	)		(.07	)		(.14	)		(.04	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		(.48	)		(1.58	)		(1.27	)		(1.24	)
Total dividends and distributions		(.04	)		(.04	)		(.57	)		(1.65	)		(1.41	)		(1.28	)
Net asset value, end of period		$17.46			$16.87			$13.36			$9.87			$17.03			$18.00
Total Return
Total investment return based on net asset value (b)		3.74	%		26.59	%		42.66	%		(35.75	)%		1.53	%		14.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$363,521			$378,436			$264,635			$202,997			$294,664			$251,412
Ratio to average net assets of:
Expenses		1.07	%(c)		1.09	%(d)		1.12	%		1.11	%		1.08	%		1.11	%(d)
Net investment income		.33	%(c)		.31	%(d)		.42	%		.72	%		.35	%		.91	%(d)
Portfolio turnover rate		31	%		54	%		58	%		49	%		32	%		46	%

(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 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.

(c) Annualized.

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

See notes to financial statements.

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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 3-5, 2011.

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 2009 and 2010 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

SMALL/MID CAP VALUE 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 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 2011 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 February 28, 2011 and (in the case of comparisons with the indices) the since inception period (May 2001 inception). The directors noted that the Portfolio was 1st out of 4 of the Performance Group and in the 3rd quintile of the Performance Universe for the 1-year period, 2nd out of 4 of the Performance Group and in the 1st quintile of the Performance Universe for the 3-year period, 1st out of 3 of the Performance Group and in the 1st quintile of the Performance Universe for the 5-year period. The Portfolio lagged the indices in the 1-year period but outperformed the indices in the 3-, 5-year and the 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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 the substantial differences in services rendered by the Adviser to institutional clients as compared to funds

18

AllianceBernstein Variable Products Series Fund

such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 expense ratio. 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 1 basis point 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 essentially the same as 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

SMALL/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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Specialty	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	571.7	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 $69,371 (0.01% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

20

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 1^st 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
Small/Mid Cap Value Portfolio	Class A    1.20%	0.84%	December 31
	Class B    1.45%	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 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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

21

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$	571.7	Small & Mid Cap Value Schedule		0.585	%		0.750	%
			95 bp on first $25m
			75 bp on the next $25m
			65 bp on the next $50m
			55 bp on the balance
			Minimum account size $25m

The Adviser also manages AllianceBernstein Small/Mid Cap Value Fund, Inc. (“Small/Mid Cap Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedules of Small/Mid Cap Value Fund, Inc., and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Small/Mid Cap Value Fund, Inc.	0.75% on first $2.5 billion		0.750	%		0.750	%
		0.65% on next $2.5 billion
		0.60% on the balance

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 sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2011 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Small/Mid Cap Value Portfolio	Client #1	0.50% on the first $250 million 0.40% on the balance		0.472%		0.750%
	Client #2	0.95% on the first $25 million 0.75% on the next $25 million 0.65% on the next $50 million 0.55% on the balance		0.585%		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.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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

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

22

AllianceBernstein Variable Products Series Fund

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.⁶ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.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 Lipper’s view. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.⁸

Portfolio	Contractual Management Fee9		Lipper Exp. Group Median (%)		Rank
Small/Mid Cap Value Portfolio		0.750		0.758		7/14

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.¹⁰ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹¹

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 in the table below.

Portfolio	Expense Ratio (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Small/Mid Cap Value Portfolio		0.842		0.821		10/14		0.887		22/53

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.

6 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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 Portfolio’s EG includes the Portfolio, three other VIP Mid-Cap Value funds (“MCVE”) and ten VIP Mid-Cap Growth funds (“MCGE”).

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. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

10 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.

11 The Portfolio’s EU includes the Portfolio, EG and all other VIP MCVE and VIP MCGE funds, excluding outliers.

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

23

SMALL/MID CAP 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 increased slightly during calendar year 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $802,011 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, 2010, the Adviser determined that it made payments in the amount of $928,345 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 $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions and pay commissions 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,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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.

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

24

AllianceBernstein Variable Products Series Fund

In February 2008, 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.¹⁵ 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 $477 billion as of March 31, 2011, 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 Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2011.¹⁹

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		29.00		25.54		28.94		1/4		6/13
3 year		9.12		7.42		5.44		2/4		2/13
5 year		6.47		4.76		3.79		1/3		1/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
									Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio		29.00		9.12		6.47		10.69		24.14		0.29		5
Russell 2500 Value Index		29.55		5.82		3.70		8.86		21.89		0.17		5
Russell 2500 Index		32.74		6.62		4.72		7.69		N/A		N/A		N/A
Inception Date: May 2, 2001

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

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

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 Lipper.

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

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

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2011.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

25

SMALL/MID CAP VALUE 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: May 24, 2011

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2011

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”) website 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 website 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 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 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.

	Beginning Account Value January 1, 2011		Ending Account Value June 30, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,049.40	$	3.51		0.69	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.37	$	3.46		0.69	%
Class B
Actual	$	1,000	$	1,048.30	$	4.77		0.94	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.13	$	4.71		0.94	%

* 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, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Pfizer, Inc.	$	8,378,020		4.2	%
Johnson & Johnson		6,951,340		3.4
AT&T, Inc.		6,863,085		3.4
JPMorgan Chase & Co.		6,574,964		3.3
Chevron Corp.		6,304,092		3.1
Citigroup, Inc.		5,862,912		2.9
ConocoPhillips		5,165,553		2.6
General Electric Co.		5,046,936		2.5
Marathon Oil Corp.		4,351,368		2.2
Hewlett-Packard Co.		4,346,160		2.2
	$	59,844,430		29.8	%

SECTOR DIVERSIFICATION^**

June 30, 2011 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Health Care	$	35,036,066		17.0	%
Consumer Discretionary		34,291,520		16.6
Energy		32,398,079		15.7
Financials		29,185,879		14.2
Consumer Staples		16,588,238		8.0
Information Technology		15,568,970		7.6
Industrials		15,166,854		7.4
Telecommunication Services		8,565,188		4.2
Materials		6,239,946		3.0
Utilities		5,225,734		2.5
Short-Term Investments		7,734,668		3.8
Total Investments	$	206,001,142		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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 & 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

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.9%
HEALTH CARE–17.5%
BIOTECHNOLOGY–2.1%
Amgen, Inc.(a)		33,600	$	1,960,560
Gilead Sciences, Inc.(a)		52,300		2,165,743
				4,126,303
HEALTH CARE PROVIDERS & SERVICES–4.3%
Aetna, Inc.		12,200		537,898
Health Net, Inc.(a)		28,800		924,192
UnitedHealth Group, Inc.		61,900		3,192,802
WellPoint, Inc.		51,600		4,064,532
				8,719,424
PHARMACEUTICALS–11.1%
AstraZeneca PLC (Sponsored ADR)		70,000		3,504,900
Johnson & Johnson		104,500		6,951,340
Merck & Co., Inc.		95,100		3,356,079
Pfizer, Inc.		406,700		8,378,020
				22,190,339
				35,036,066
CONSUMER DISCRETIONARY–17.1%
AUTO COMPONENTS–1.5%
Lear Corp.		32,600		1,743,448
TRW Automotive Holdings Corp.(a)		21,700		1,280,951
				3,024,399
AUTOMOBILES–1.6%
Ford Motor Co.(a)		73,100		1,008,049
General Motors Co.(a)		71,600		2,173,776
				3,181,825
HOTELS, RESTAURANTS & LEISURE–0.3%
Royal Caribbean Cruises Ltd.(a)		14,700		553,308
HOUSEHOLD DURABLES–1.2%
Fortune Brands, Inc.		13,600		867,272
NVR, Inc.(a)		2,000		1,450,960
				2,318,232
MEDIA–8.2%
CBS Corp.–Class B		18,300		521,367
Comcast Corp.–Class A		167,600		4,246,984
DIRECTV(a)		48,500		2,464,770
Gannett Co., Inc.		85,200		1,220,064
McGraw-Hill Cos., Inc. (The)		28,100		1,177,671
News Corp.–Class A		149,100		2,639,070
Time Warner Cable, Inc.–Class A		26,400		2,060,256
Viacom, Inc.–Class B		42,800		2,182,800
				16,512,982
SPECIALTY RETAIL–4.3%
Foot Locker, Inc.		40,900		971,784
GameStop Corp.–Class A(a)		24,700		658,749
Gap, Inc. (The)		80,600		1,458,860

Company	Shares		U.S. $ Value
Limited Brands, Inc.		34,000	$	1,307,300
Lowe’s Cos., Inc.		100,700		2,347,317
Office Depot, Inc.(a)		180,800		762,976
Ross Stores, Inc.		14,900		1,193,788
				8,700,774
				34,291,520
ENERGY–16.1%
ENERGY EQUIPMENT & SERVICES–2.6%
Ensco PLC (Sponsored ADR)		39,400		2,100,020
McDermott International, Inc.(a)		49,900		988,519
Nabors Industries Ltd.(a)		70,500		1,737,120
Transocean Ltd./Switzerland		7,800		503,568
				5,329,227
OIL, GAS & CONSUMABLE FUELS–13.5%
Anadarko Petroleum Corp.		21,600		1,658,016
Chevron Corp.		61,300		6,304,092
ConocoPhillips		68,700		5,165,553
Devon Energy Corp.		49,600		3,908,976
Hess Corp.		36,600		2,736,216
Marathon Oil Corp.		82,600		4,351,368
Nexen, Inc. (New York)		69,700		1,568,250
Tesoro Corp.(a)		27,500		630,025
Total SA (Sponsored ADR)		5,300		306,552
Valero Energy Corp.		17,200		439,804
				27,068,852
				32,398,079
FINANCIALS–14.5%
CAPITAL MARKETS–0.4%
Morgan Stanley		31,900		734,019
COMMERCIAL BANKS–2.2%
Regions Financial Corp.		36,700		227,540
Wells Fargo & Co.		150,100		4,211,806
				4,439,346
CONSUMER FINANCE–0.3%
Capital One Financial Corp.		13,400		692,378
DIVERSIFIED FINANCIAL SERVICES–8.0%
Bank of America Corp.		198,400		2,174,464
Citigroup, Inc.		140,800		5,862,912
JPMorgan Chase & Co.		160,600		6,574,964
Moody’s Corp.		37,500		1,438,125
				16,050,465
INSURANCE–3.6%
ACE Ltd.		26,700		1,757,394
Allstate Corp. (The)		17,800		543,434
Berkshire Hathaway, Inc.(a)		14,400		1,114,416
Chubb Corp.		15,500		970,455
Travelers Cos., Inc. (The)		49,400		2,883,972
				7,269,671
				29,185,879

3

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

Company	Shares		U.S. $ Value
CONSUMER STAPLES–8.3%
BEVERAGES–0.8%
Constellation Brands, Inc.– Class A(a)		74,900	$	1,559,418
FOOD & STAPLES RETAILING–1.5%
Kroger Co. (The)		108,600		2,693,280
Safeway, Inc.		12,200		285,114
				2,978,394
FOOD PRODUCTS–2.7%
Bunge Ltd.		33,300		2,296,035
ConAgra Foods, Inc.		34,400		887,864
Smithfield Foods, Inc.(a)		26,400		577,368
Tyson Foods, Inc.–Class A		86,100		1,672,062
				5,433,329
HOUSEHOLD PRODUCTS–1.9%
Procter & Gamble Co. (The)		58,600		3,725,202
TOBACCO–1.4%
Altria Group, Inc.		109,500		2,891,895
				16,588,238
INFORMATION TECHNOLOGY–7.8%
COMMUNICATIONS EQUIPMENT–1.6%
Cisco Systems, Inc.		96,500		1,506,365
Motorola Solutions, Inc.(a)		34,600		1,592,984
				3,099,349
COMPUTERS & PERIPHERALS–3.2%
Dell, Inc.(a)		123,700		2,062,079
Hewlett-Packard Co.		119,400		4,346,160
				6,408,239
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
Corning, Inc.		97,100		1,762,365
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.1%
Advanced Semiconductor Engineering, Inc. (ADR)		85,600		482,784
Applied Materials, Inc.		113,700		1,479,237
Intel Corp.		61,300		1,358,408
Lam Research Corp.(a)		22,100		978,588
				4,299,017
				15,568,970

Company	Shares		U.S. $ Value
INDUSTRIALS–7.6%
AEROSPACE & DEFENSE–2.9%
Northrop Grumman Corp.		59,600	$	4,133,260
Raytheon Co.		32,600		1,625,110
				5,758,370
AIRLINES–0.7%
Delta Air Lines, Inc.(a)		151,500		1,389,255
INDUSTRIAL CONGLOMERATES–2.5%
General Electric Co.		267,600		5,046,936
MACHINERY–1.5%
Ingersoll-Rand PLC		49,052		2,227,451
Parker Hannifin Corp.		8,300		744,842
				2,972,293
				15,166,854
TELECOMMUNICATION SERVICES–4.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.3%
AT&T, Inc.		218,500		6,863,085
CenturyLink, Inc.		42,100		1,702,103
				8,565,188
MATERIALS–3.1%
CHEMICALS–2.1%
Dow Chemical Co. (The)		83,500		3,006,000
LyondellBasell Industries NV		32,200		1,240,344
				4,246,344
METALS & MINING–1.0%
Alcoa, Inc.		125,700		1,993,602
				6,239,946
UTILITIES–2.6%
ELECTRIC UTILITIES–0.8%
American Electric Power Co., Inc.		8,900		335,352
NV Energy, Inc.		83,400		1,280,190
				1,615,542
GAS UTILITIES–0.2%
UGI Corp.		12,800		408,192
MULTI-UTILITIES–1.6%
CMS Energy Corp.		63,800		1,256,222
DTE Energy Co.		38,900		1,945,778
				3,202,000
				5,225,734
Total Common Stocks (cost $174,473,653)				198,266,474

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–3.8%
TIME DEPOSIT–3.8%
State Street Time Deposit 0.01%, 7/01/11 (cost $7,734,668)	$	7,735	$	7,734,668
TOTAL INVESTMENTS–102.7% (cost $182,208,321)				206,001,142
Other assets less liabilities–(2.7)%				(5,460,133	)
NET ASSETS–100.0%			$	200,541,009

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $182,208,321)	$	206,001,142
Receivable for investment securities sold		2,652,684
Dividends and interest receivable		246,009
Receivable for capital stock sold		28,583
Total assets		208,928,418
LIABILITIES
Payable for investment securities purchased		8,115,360
Advisory fee payable		89,621
Payable for capital stock redeemed		57,830
Distribution fee payable		40,406
Administrative fee payable		20,219
Transfer Agent fee payable		133
Accrued expenses		63,840
Total liabilities		8,387,409
NET ASSETS	$	200,541,009
COMPOSITION OF NET ASSETS
Capital stock, at par	$	19,834
Additional paid-in capital		257,137,006
Undistributed net investment income		1,162,413
Accumulated net realized loss on investment and foreign currency transactions		(81,571,111	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		23,792,867
	$	200,541,009

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,637,709		160,706	$	10.19
B	$	198,903,300		19,673,473	$	10.11

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2011 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $2,396)	$	2,227,078
Interest		119
		2,227,197
EXPENSES
Advisory fee (see Note B)		575,237
Distribution fee—Class B		259,407
Transfer agency—Class A		12
Transfer agency—Class B		1,586
Custodian		41,268
Administrative		36,381
Printing		28,417
Legal		18,100
Audit		17,376
Directors’ fees		1,805
Miscellaneous		2,730
Total expenses		982,319
Net investment income		1,244,878
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		13,733,755
Foreign currency transactions		53
Net change in unrealized appreciation/depreciation of:
Investments		(4,725,811	)
Foreign currency denominated assets and liabilities		(4	)
Net gain on investment and foreign currency transactions		9,007,993
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	10,252,871

See notes to financial statements.

7

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

	Six Months Ended June 30, 2011 (unaudited)			Year Ended December 31, 2010
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,244,878		$	2,309,084
Net realized gain on investment and foreign currency transactions		13,733,808			1,628,615
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(4,725,815	)		19,775,497
Net increase in net assets from operations		10,252,871			23,713,196
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(22,448	)		(31,891	)
Class B		(2,297,210	)		(3,592,985	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(21,620,936	)		(21,280,738	)
Total decrease		(13,687,723	)		(1,192,418	)
NET ASSETS
Beginning of period		214,228,732			215,421,150
End of period (including undistributed net investment income of $1,162,413 and $2,237,193, respectively)	$	200,541,009		$	214,228,732

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2011 (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 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 fourteen 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 (“U.S. GAAP”) 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

In accordance with U.S. GAAP regarding fair value measurements, 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

9

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

date. The U.S. GAAP disclosure requirements establish 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 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, 2011:

Level 1

Level 2

Level 3

Total

Investments in Securities

Assets:

Common Stocks

$

198,266,474

$

–0

–

$

–0

–

$

198,266,474

Short-Term Investments

–0

–

7,734,668

–0

–

7,734,668

Total Investments in Securities

198,266,474

7,734,668

–0

–

206,001,142

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

198,266,474

$

7,734,668

$

–0

–

$

206,001,142

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be 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 the securities are purchased or sold. Investment gains or 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 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. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps will expire on May 1, 2012 and then may be extended by the Adviser for additional one year terms. For the six months ended June 30, 2011, there was no such reimbursement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2011, such fee amounted to $36,381.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2011 amounted to $118,098, of which $0 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. (“ABIS”), 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 retained by ABIS amounted to $668 for the six months ended June 30, 2011.

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 or 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.

11

VALUE 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, 2011 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	59,658,189		$	82,730,675
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	$	29,361,136
Gross unrealized depreciation		(5,568,315	)
Net unrealized appreciation	$	23,792,821

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 did not engage in derivatives transactions for the six months ended June 30, 2011.

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 other 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, 2011 (unaudited)			Year Ended December  31, 2010			Six Months Ended June 30, 2011 (unaudited)			Year Ended December  31, 2010
Class A
Shares sold		3,917			36,873		$	40,287		$	329,740
Shares issued in reinvestment of dividends		2,126			3,375			22,448			31,891
Shares redeemed		(18,812	)		(44,449	)		(192,273	)		(394,896	)
Net decrease		(12,769	)		(4,201	)	$	(129,538	)	$	(33,265	)
Class B
Shares sold		90,887			1,427,671		$	932,006		$	11,929,808
Shares issued in reinvestment of dividends		219,199			383,047			2,297,210			3,592,985
Shares redeemed		(2,432,498	)		(4,052,496	)		(24,720,614	)		(36,770,266	)
Net decrease		(2,122,412	)		(2,241,778	)	$	(21,491,398	)	$	(21,247,473	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve 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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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 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 enter into derivative transactions such as forwards, options, futures and swaps. Derivatives 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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 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 miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2011.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2010 and December 31, 2009 were as follows:

	2010		2009
Distributions paid from:
Ordinary income	$	3,624,876	$	6,231,779
Total distributions paid	$	3,624,876	$	6,231,779

As of December 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,220,260
Accumulated capital and other losses		(94,935,123	)(a)
Unrealized appreciation/(depreciation)		28,165,819	(b)
Total accumulated earnings/(deficit)	$	(64,549,044	)

(a) On December 31, 2010, the Portfolio had a net capital loss carryforward for federal income tax purposes of $94,935,123 of which $13,938,472 expires in the year 2016 and $80,996,651 expires in the year 2017. During the fiscal year, the Portfolio utilized $510,492 of capital loss carryforwards.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and return of capital distributions received from underlying securities.

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted, which changed various technical rules governing the tax treatment of regulated investment companies. One important change addresses the recognition of capital loss carryforwards. Under the Act, the Portfolio will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital loss (as permitted under previous regulation).

13

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

NOTE I: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$9.84			$8.97			$7.67			$13.92			$15.08			$12.94
Income From Investment Operations
Net investment income (a)		.07			.12			.16			.27			.32			.26
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.42			.93			1.41			(5.62	)		(.85	)		2.42
Net increase (decrease) in net asset value from operations		.49			1.05			1.57			(5.35	)		(.53	)		2.68
Less: Dividends and Distributions
Dividends from net investment income		(.14	)		(.18	)		(.27	)		(.28	)		(.21	)		(.16	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.62	)		(.42	)		(.38	)
Total dividends and distributions		(.14	)		(.18	)		(.27	)		(.90	)		(.63	)		(.54	)
Net asset value, end of period		$10.19			$9.84			$8.97			$7.67			$13.92			$15.08
Total Return
Total investment return based on net asset value (b)		4.94	%		11.81	%*		21.12	%*		(40.83	)%*		(3.95	)%		21.32	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,638			$1,707			$1,594			$1,490			$3,305,460			$1,043,677
Ratio to average net assets of:
Expenses		.69	%(c)		.71	%(d)		.70	%		.67	%		.65	%		.69	%(d)
Net investment income		1.43	%(c)		1.37	%(d)		2.09	%		2.46	%		2.17	%		1.89	%(d)
Portfolio turnover rate		29	%		73	%		64	%		33	%		20	%		17	%

See footnote summary on page 16.

15

VALUE 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, 2011 (unaudited)			Year Ended December 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$9.75			$8.90			$7.59			$13.79			$14.95			$12.84
Income From Investment Operations
Net investment income (a)		.06			.10			.14			.24			.27			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.42			.91			1.41			(5.58	)		(.83	)		2.40
Net increase (decrease) in net asset value from operations		.48			1.01			1.55			(5.34	)		(.56	)		2.62
Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.16	)		(.24	)		(.24	)		(.18	)		(.13	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.62	)		(.42	)		(.38	)
Total dividends and distributions		(.12	)		(.16	)		(.24	)		(.86	)		(.60	)		(.51	)
Net asset value, end of period		$10.11			$9.75			$8.90			$7.59			$13.79			$14.95
Total Return
Total investment return based on net asset value (b)		4.83	%		11.42	%*		21.04	%*		(41.01	)%*		(4.16	)%		21.03	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$198,903			$212,522			$213,827			$197,080			$329,217			$308,635
Ratio to average net assets of:
Expenses		.94	%(c)		.96	%(d)		.95	%		.92	%		.90	%		.94	%(d)
Net investment income		1.19	%(c)		1.12	%(d)		1.84	%		2.24	%		1.82	%		1.64	%(d)
Portfolio turnover rate		29	%		73	%		64	%		33	%		20	%		17	%

(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 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.

(c) Annualized.

(d) 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 Portfolio’s performance for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.01%, 0.02% and 0.02%, respectively.

See notes to financial statements.

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VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Value Portfolio (the “Portfolio”) at a meeting held on May 3-5, 2011.

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 2009 and 2010 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

VALUE 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 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 2011 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 February 28, 2011 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 4th quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods. The Portfolio lagged the Index in all periods. The directors also reviewed performance information for periods ended March 31, 2011 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper Large Cap Value Funds Average and the Index. The directors also took into account the Adviser’s recently implemented organizational and investment process changes that are intended to improve the investment performance of its equity services. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio. 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 pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from 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 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 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.

18

AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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 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 might be voluntary or temporary. 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, at the Portfolio’s current size, its contractual effective advisory fee rate 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 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 took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2011 meetings. 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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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.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

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.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	215.0	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 $71,710 (0.03% 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 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

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.

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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 1^st 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
Value Portfolio	Class A    1.20%		0.71%	December 31
	Class B    1.45%		0.96%

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, the Adviser is reimbursed for providing such services. 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. 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, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory

3 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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

fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2011 net assets:⁴

Portfolio	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Value Portfolio	$	215.0	Diversified Value Schedule 65 bp on first $25m 50 bp on the next $25m 40 bp on the next $50m 30 bp on the next $100m 25 bp on the balance Minimum account size $25m		0.384	%		0.550	%

The Adviser also manages AllianceBernstein Value Fund, Inc. (“Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Value Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Value Portfolio	Value 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 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 sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2011 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)			Portfolio Advisory Fee (%)
Value Portfolio	Client # 16	0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.385			0.550
	Client # 26	0.30% of the average daily net assets		0.300			0.550
	Client # 3	0.25% on the first $500 million 0.20% on the balance		0.250			0.550
	Client # 4	0.15% on the first $1 billion 0.14% on the next $2 billion 0.12% on the next $2 billion 0.10% on the balance +/- Performance Fee (v. R`000V)		0.150	7		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.

6 The client is an affiliate of the Adviser.

7 The sub-advised fund’s sub-advisory fee shown does not include any performance fee adjustment.

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AllianceBernstein Variable Products Series Fund

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the 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.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

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.⁸ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁹

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

Portfolio	Contractual Management Fee10		Lipper Exp. Group Median (%)		Rank
Value Portfolio		0.550		0.750		1/15

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Value Portfolio		0.709		0.745		4/15		0.782		10/36

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.

8 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

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

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

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

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

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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 2010, relative to 2009.

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, 2010, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $512,092 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, 2010, the Adviser determined that it made payments in the amount of $747,191 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 $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions and pay commissions 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”, during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future 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, 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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, 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

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

24

AllianceBernstein Variable Products Series Fund

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.

In February 2008, 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.¹⁵ 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 $477 billion as of March 31, 2011, 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 Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2011.¹⁹

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank		PU Rank
1 year		18.56		20.05		20.01		12/15		27/36
3 year		–2.15		1.21		0.88		13/13		30/33
5 year		–0.90		2.39		2.07		12/12		28/31

Set forth below are the 1, 3 and 5year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
									Volatility (%)		Sharpe (%)
Value Portfolio		18.56	–	2.15		–0.90		6.17		19.75		–0.06		5
Russell 1000 Value Index		22.16	–	1.17		1.57		8.25		18.83		0.06		5
Inception Date: July 22, 2002

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

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

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.

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 Lipper.

18 The Portfolio’s PG and PU are identical to the Portfolio’s respective EG and EU.

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

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2011.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be regarded 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 regarded as better performing than a portfolio with a lower Sharpe Ratio.

25

VALUE 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: May 24, 2011

26

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 12, 2011

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 12, 2011

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	August 12, 2011