AB Variable Products Series Fund, Inc. - Growth and Income Portfolio



SUMMARY INFORMATION
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ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
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INVESTMENT OBJECTIVE
The Portfolio's investment objective is long-term growth of capital.

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

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

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

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Management Fees                                                            .55%
Distribution (12b-1) Fees                                                  .25%
Other Expenses                                                             .05%
                                                                           ----
Total Portfolio Operating Expenses                                         .85%
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EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

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After 1 Year                                                             $   87
After 3 Years                                                            $  271
After 5 Years                                                            $  471
After 10 Years                                                           $1,049
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PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These transaction costs, which are
not reflected in the Annual Portfolio Operating Expenses or in the Examples,
affect the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 80% of the average value of its
portfolio.

PRINCIPAL STRATEGIES
The Portfolio invests primarily in the equity securities of U.S. companies that
the Adviser believes are undervalued, focusing on dividend-paying securities.
The Adviser believes that, over time, a company's stock price will come to
reflect its intrinsic economic value. The Portfolio may invest in companies of
any size and in any industry.

The Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies.

In determining a company's intrinsic economic value, the Adviser takes into
account many fundamental and financial factors that it believes bear on the
company's ability to perform in the future, including earnings growth,
prospective cash flows, dividend growth and growth in book value. The Adviser
then ranks each of the companies in its research universe in the relative order
of disparity between their intrinsic economic values and their current stock
prices, with companies with the greatest disparities

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receiving the highest rankings (i.e., being considered the most undervalued).
The Adviser anticipates that the Portfolio's portfolio normally will include
approximately 60-90 companies, with substantially all of those companies
ranking in the top three deciles of the Adviser's valuation model.

The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, and as a result of how
individual companies are valued in the market, the Portfolio may be attracted
to investments in companies with different market capitalizations (i.e.,
large-, mid- or small-capitalization) or companies engaged in particular types
of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio may enter into derivatives transactions, such as options,
futures, forwards and swaps. The Portfolio may use options strategies involving
the purchase and/or writing of various combinations of call and/or put options,
including on individual securities and stock indices, futures contracts
(including futures contracts on individual securities and stock indices) or
shares of exchange-traded funds, or ETFs. These transactions may be used, for
example, to earn extra income, to adjust exposure to individual securities or
markets, or to protect all or a portion of the Portfolio's portfolio from a
decline in value, sometimes within certain ranges.

The Portfolio also invests in high-quality securities of non-U.S. issuers.

The Portfolio may, at times, invest in shares of ETFs in lieu of making direct
investments in equity securities. ETFs may provide more efficient and
economical exposure to the type of companies and geographic locations in which
the Portfolio seeks to invest than direct investments.

PRINCIPAL RISKS
.  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
   or bond market fluctuates. The value of its investments may decline,
   sometimes rapidly and unpredictably, simply because of economic changes or
   other events that affect large portions of the market.

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

.  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
   the value of the Portfolio's investments or reduce its returns.

.  DERIVATIVES RISK: Derivatives may be illiquid, difficult to price, and
   leveraged so that small changes may produce disproportionate losses for the
   Portfolio, and may be subject to counterparty risk to a greater degree than
   more traditional investments.

.  INDUSTRY/SECTOR RISK: Investments in a particular industry or group of
   related industries may have more risk because market or economic factors
   affecting that industry could have a significant effect on the value of the
   Portfolio's investments.

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

As with all investments, you may lose money by investing in the Portfolio.

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

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

.  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

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

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BAR CHART

                                    [CHART]

  03      04      05     06      07      08        09      10      11     12
------  ------  -----  ------  -----   -------   ------  ------  -----  ------
32.18%  11.22%  4.60%  16.98%  4.86%   -40.69%   20.35%  12.80%  6.07%  17.24%

                             Calendar Year End (%)



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

BEST QUARTER WAS UP 17.52%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN
-20.14%, 4TH QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2012)

                                                      1 YEAR 5 YEARS 10 YEARS
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Portfolio                                             17.24%  0.02%   6.57%
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Russell 1000(R) Value Index
(reflects no deduction for fees, expenses, or taxes)  17.51%  0.59%   7.38%
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INVESTMENT ADVISER
AllianceBernstein L.P. is the investment adviser for the Portfolio.

PORTFOLIO MANAGERS
The following table lists the person responsible for day-to-day management of
the Portfolio's portfolio:

EMPLOYEE         LENGTH OF SERVICE  TITLE
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Frank V. Caruso     Since 2001      Senior Vice President of the Adviser

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ADDITIONAL INFORMATION ABOUT THE PORTFOLIO'S RISKS AND INVESTMENTS
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This section of the Prospectus provides additional information about the
Portfolio's investment practices and risks. Most of these investment practices
are discretionary, which means that the Adviser may or may not decide to use
them. This Prospectus does not describe all of the Portfolio's investment
practices and additional descriptions of the Portfolio's strategies,
investments, and risks can be found in the Portfolio's Statement of Additional
Information ("SAI").

DERIVATIVES
The Portfolio may, but is not required to, use derivatives for hedging or other
risk management purposes or as part of its investment strategies. Derivatives
are financial contracts whose value depends on, or is derived from, the value
of an underlying asset, reference rate or index. The Portfolio may use
derivatives to earn income and enhance returns, to hedge or adjust the risk
profile of its investments, to replace more traditional direct investments and
to obtain exposure to otherwise inaccessible markets.

There are four principal types of derivatives--options, futures, forwards and
swaps--each of which is described below. Derivatives may be (i) standardized,
exchange-traded contracts or (ii) customized, privately-negotiated contracts.
Exchange-traded derivatives tend to be more liquid and subject to less credit
risk than those that are privately negotiated.

The Portfolio's use of derivatives may involve risks that are different from,
or possibly greater than, the risks associated with investing directly in
securities or other more traditional instruments. These risks include the risk
that the value of a derivative instrument may not correlate perfectly, or at
all, with the value of the assets, reference rates, or indices that they are
designed to track. Other risks include: the possible absence of a liquid
secondary market for a particular instrument and possible exchange-imposed
price fluctuation limits, either of which may make it difficult or impossible
to close out a position when desired; and the risk that the counterparty will
not perform its obligations. Certain derivatives may have a leverage component
and involve leverage risk. Adverse changes in the value or level of the
underlying asset, note or index can result in a loss substantially greater than
the Portfolio's investment (in some cases, the potential loss is unlimited).

The Portfolio's investments in derivatives may include, but are not limited to,
the following:

.  FORWARD CONTRACTS. A forward contract is an agreement that obligates one
   party to buy, and the other party to sell, a specific quantity of an
   underlying commodity or other tangible asset for an agreed-upon price at a
   future date. A forward contract generally is settled by physical delivery of
   the commodity or tangible asset to an agreed-upon location (rather than
   settled by cash) or is rolled forward into a new forward contract. The
   Portfolio's investments in forward contracts may include the following:

 - Forward Currency Exchange Contracts. The Portfolio may purchase or sell
   forward currency exchange contracts for hedging purposes to minimize the
   risk from adverse changes in the relationship between the U.S. Dollar and
   other currencies or for non-hedging purposes as a means of making direct
   investments in foreign currencies, as described below under "Other
   Derivatives and Strategies--Currency Transactions". The Portfolio, for
   example, may enter into a forward contract as a transaction hedge (to "lock
   in" the U.S. Dollar price of a non-U.S. Dollar security), as a position
   hedge (to protect the value of securities the Portfolio owns that are
   denominated in a foreign currency against substantial changes in the value
   of the foreign currency) or as a cross-hedge (to protect the value of
   securities the Portfolio owns that are denominated in a foreign currency
   against substantial changes in the value of that foreign currency by
   entering into a forward contract for a different foreign currency that is
   expected to change in the same direction as the currency in which the
   securities are denominated).

.  FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is a
   standardized, exchange-traded agreement that obligates the buyer to buy and
   the seller to sell a specified quantity of an underlying asset (or settle
   for cash the value of a contract based on an underlying asset, rate or
   index) at a specific price on the contract maturity date. Options on futures
   contracts are options that call for the delivery of futures contracts upon
   exercise. The Portfolio may purchase or sell futures contracts and options
   thereon to hedge against changes in interest rates, securities (through
   index futures or options) or currencies. 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 investments in foreign
   currencies, as described below under "Other Derivatives and
   Strategies--Currency Transactions".

.  OPTIONS. An option is an agreement that, for a premium payment or fee, gives
   the option holder (the buyer) the right but not the obligation to buy (a
   "call option") or sell (a "put option") the underlying asset (or settle for
   cash an amount based on an underlying asset, rate or index) at a specified
   price (the exercise price) during a period of time or on a specified date.
   Investments in options are considered speculative. The Portfolio may lose
   the premium paid for them if the price of the underlying security or other
   asset decreased or remained the same (in the case of a call option) or
   increased or remained the same (in the case of a put option). If a put or
   call option purchased by the Portfolio were permitted to expire without
   being sold or exercised, its premium would represent a loss to the
   Portfolio. The Portfolio's investments in options include the following:

 - Options on Foreign Currencies. The Portfolio may invest in options on
   foreign currencies that are privately negotiated or

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   traded on U.S. or foreign exchanges for hedging pur-poses to protect against
   declines in the U.S. Dollar value of foreign currency denominated securities
   held by the Portfolio and against increases in the U.S. Dollar cost of
   securities to be acquired. The purchase of an option on a foreign currency
   may constitute an effective hedge against fluctuations in exchange rates,
   although if rates move adversely, the Portfolio may forfeit the entire
   amount of the premium plus related transaction costs. The Portfolio may also
   invest in options on foreign currencies for non-hedging purposes as a means
   of making direct investments in foreign currencies, as described below under
   "Other Derivatives and Strategies--Currency Transactions".

 - Options on Securities. The Portfolio may purchase or write a put or call
   option on securities. The Portfolio may write covered options, which means
   writing an option for securities the Portfolio owns, and uncovered options.

 - Other Option Strategies. In an effort to earn extra income, to adjust
   exposure to individual securities or markets, or to protect all or a portion
   of its portfolio from a decline in value, sometimes within certain ranges,
   the Portfolio may use option strategies such as the concurrent purchase of a
   call or put option, including on individual securities and stock indices,
   futures contracts (including on individual securities and stock indices) or
   shares of ETFs at one strike price and the writing of a call or put option
   on the same individual security, stock index, futures contract or ETF at a
   higher strike price in the case of a call option or at a lower strike price
   in the case of a put option. The maximum profit from this strategy would
   result for the call options from an increase in the value of the individual
   security, stock index, futures contract or ETF above the higher strike price
   or for the put options the decline in the value of the individual security,
   stock index, futures contract or ETF below the lower strike price. If the
   price of the individual security, stock index, futures contract or ETF
   declines in the case of the call option or increases in the case of the put
   option, the Portfolio has the risk of losing the entire amount paid for the
   call or put options.

.  SWAP TRANSACTIONS. A swap is an agreement that obligates two parties to
   exchange a series of cash flows at specified intervals (payment dates) based
   upon, or calculated by, reference to changes in specified prices or rates
   (e.g., interest rates in the case of interest rate swaps, currency exchange
   rates in the case of currency swaps) for a specified amount of an underlying
   asset (the "notional" principal amount). Except for currency swaps, the
   notional principal amount is used solely to calculate the payment stream,
   but is not exchanged. Rather, most 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).

.  OTHER DERIVATIVES AND STRATEGIES

 - Currency Transactions. The Portfolio may invest in non-U.S. Dollar-
   denominated securities on a currency hedged or unhedged basis. The Adviser
   may actively manage the Portfolio's currency exposures and may seek
   investment opportunities by taking long or short positions in currencies
   through the use of currency-related derivatives, including forward currency
   exchange contracts, futures and options on futures, swaps and options. The
   Adviser 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).

CONVERTIBLE SECURITIES
Prior to conversion, convertible securities have the same general
characteristics as non-convertible debt securities, which generally provide a
stable stream of income with generally higher yields than those of equity
securities of the same or similar issuers. The price of a convertible security
will normally vary with changes in the price of the underlying equity security,
although the higher yield tends to make the convertible security less volatile
than the underlying equity security. As with debt securities, the market value
of convertible securities tends to decrease as interest rates rise and increase
as interest rates decline. While convertible securities generally offer lower
interest or dividend yields than non-convertible debt securities of similar
quality, they offer investors the potential to benefit from increases in the
market prices of the underlying common stock. Convertible debt securities that
are rated Baa3 or lower by Moody's Investors Service, Inc. or BBB- or lower by
Standard & Poor's Ratings Services or Fitch Ratings and comparable unrated
securities may share some or all of the risks of debt securities with those
ratings.

ILLIQUID SECURITIES
Under current Securities and Exchange Commission (the "Commission") guidelines,
the Portfolio limits its investments in illiquid securities to 15% of its net
assets. The term "illiquid securities" for this purpose means securities that
cannot be disposed of within seven days in the ordinary course of business at
approximately the amount the Portfolio has valued the securities. The Portfolio
may not be able to sell illiquid securities and may not be able to realize
their full value upon sale. Restricted securities (securities subject to legal
or contractual restrictions on resale) may be illiquid. Some restricted
securities (such as securities issued pursuant to Rule 144A under the
Securities Act of 1933 or certain commercial paper) may be treated as liquid,
although they may be less liquid than registered securities traded on
established secondary markets.

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INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES
The Portfolio may invest in shares of ETFs, subject to the restrictions and
limitations of the Investment Company Act of 1940 (the "1940 Act"), or any
applicable rules, exemptive orders or regulatory guidance thereunder. ETFs are
pooled investment vehicles, which may be managed or unmanaged, that generally
seek to track the performance of a specific index. ETFs will not track their
underlying indices precisely since the ETFs have expenses and may need to hold
a portion of their assets in cash, unlike the underlying indices, and the ETFs
may not invest in all of the securities in the underlying indices in the same
proportion as the indices for varying reasons. The Portfolio will incur
transaction costs when buying and selling ETF shares, and indirectly bear the
expenses of the ETFs. In addition, the market value of an ETF's shares, which
is based on supply and demand in the market for the ETF's shares, may differ
from its NAV. Accordingly, there may be times when an ETF's shares trade at a
discount to its NAV.

The Portfolio may also invest in investment companies other than ETFs, as
permitted by the 1940 Act or the rules and regulations thereunder. As with ETF
investments, if the Portfolio acquires shares in other investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Portfolio's expenses. The Portfolio intends to invest uninvested cash balances
in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940
Act.

LOANS OF PORTFOLIO SECURITIES
For the purposes of achieving income, the Portfolio may make secured loans of
portfolio securities to brokers, dealers and financial institutions
("borrowers") to the extent permitted under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be amended
from time to time) or by guidance regarding, interpretations of or exemptive
orders under the 1940 Act. Under the Portfolio's securities lending program,
all securities loans will be secured continually by cash collateral. The loans
will be made only to borrowers deemed by the Adviser to be creditworthy, and
when, in the judgment of the Adviser, the consideration that can be earned
currently from securities loans justifies the attendant risk. The Portfolio
will be compensated for the loan from a portion of the net return from the
interest earned on cash collateral after a rebate paid to the borrower (in some
cases this rebate may be a "negative rebate", or fee paid by the borrower to
the Portfolio in connection with the loan) and payments for fees of the
securities lending agent and for certain other administrative expenses.

The Portfolio will have the right to call a loan and obtain the securities
loaned at any time on notice to the borrower within the normal and customary
settlement time for the securities. While the securities are on loan, the
borrower is obligated to pay the Portfolio amounts equal to any income or other
distributions from the securities. The Portfolio will not have the right to
vote any securities during the existence of a loan, but will have the right to
regain ownership of loaned securities in order to exercise voting or other
ownership rights. When the Portfolio lends securities, its investment
performance will continue to reflect changes in the value of the securities
loaned.

The Portfolio will invest cash collateral in a money market fund approved by
the Portfolio's Board of Directors (the "Board") and expected to be managed by
the Adviser, such as AllianceBernstein Exchange Reserves. Any such investment
will be at the Portfolio's risk. The Portfolio may pay reasonable finders',
administrative, and custodial fees in connection with a loan.

A principal risk of lending portfolio securities is that the borrower will fail
to return the loaned securities upon termination of the loan and that the
collateral will not be sufficient to replace the loaned securities.

PREFERRED STOCK
The Portfolio may invest in preferred stock. Preferred stock is subordinated to
any debt the issuer has outstanding. Accordingly, preferred stock dividends are
not paid until all debt obligations are first met. Preferred stock may be
subject to more fluctuations in market value, due to changes in market
participants' perceptions of the issuer's ability to continue to pay dividends,
than debt of the same issuer. These investments include convertible preferred
stock, which includes an option for the holder to convert the preferred stock
into the issuer's common stock under certain conditions, among which may be the
specification of a future date when the conversion may begin, a certain number
of common shares per preferred share, or a certain price per share for the
common stock. Convertible preferred stock tends to be more volatile than
non-convertible preferred stock, because its value is related to the price of
the issuer's common stock as well as the dividends payable on the preferred
stock.

ADDITIONAL RISK AND OTHER CONSIDERATIONS
Investments in the Portfolio involve the special risk considerations described
below.

FOREIGN (NON-U.S.) SECURITIES
Investing in securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S. securities. The
securities markets of many foreign countries are relatively small, with the
majority of market capitalization and trading volume concentrated in a limited
number of companies representing a small number of industries. The Portfolio's
investments in securities of foreign issuers may experience greater price
volatility and significantly lower liquidity than a portfolio invested solely
in securities of U.S. companies. These markets may be subject to greater
influence by adverse events generally affecting the market, and by large
investors trading significant blocks of securities, than is usual in the United
States.

Securities registration, custody, and settlement may in some instances be
subject to delays and legal and administrative uncertainties. Foreign
investment in the securities markets of

10



certain foreign countries is restricted or controlled to varying degrees. These
restrictions or controls may at times limit or preclude investment in certain
securities and may increase the cost and expenses of the Portfolio. In
addition, the repatriation of investment income, capital or the proceeds of
sales of securities from certain countries is controlled under regulations,
including in some cases the need for certain advance government notification or
authority, and if a deterioration occurs in a country's balance of payments,
the country could impose temporary restrictions on foreign capital remittances.

The Portfolio also could be adversely affected by delays in, or a refusal to
grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investment. Investing in local
markets may require the Portfolio to adopt special procedures or seek local
governmental approvals or other actions, any of which may involve additional
costs to the Portfolio. These factors may affect the liquidity of the
Portfolio's investments in any country and the Adviser will monitor the effect
of any such factor or factors on the Portfolio's investments. Transaction
costs, including brokerage commissions for transactions both on and off the
securities exchanges, in many foreign countries are generally higher than in
the United States.

Issuers of securities in foreign jurisdictions are generally not subject to the
same degree of regulation as are U.S. issuers with respect to such matters as
insider trading rules, restrictions on market manipulation, shareholder proxy
requirements, and timely disclosure of information. The reporting, accounting,
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards in important respects, and less information
may be available to investors in securities of foreign issuers than to
investors in U.S. securities. Substantially less information is publicly
available about certain non-U.S. issuers than is available about most U.S.
issuers.

The economies of individual foreign countries may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross domestic
product or gross national product, rate of inflation, capital reinvestment,
resource self-sufficiency, and balance of payments position. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes,
government regulation, political or social instability, revolutions, wars or
diplomatic developments could affect adversely the economy of a foreign
country. In the event of nationalization, expropriation, or other confiscation,
the Portfolio could lose its entire investment in securities in the country
involved. In addition, laws in foreign countries governing business
organizations, bankruptcy and insolvency may provide less protection to
security holders such as the Portfolio than that provided by U.S. laws.

FOREIGN (NON-U.S.) CURRENCIES
The Portfolio invests some portion of its assets in securities denominated in,
and receives revenues in, foreign currencies and will be adversely affected by
reductions in the value of those currencies relative to the U.S. Dollar.
Foreign currency exchange rates may fluctuate significantly. They are
determined by supply and demand in the foreign exchange markets, the relative
merits of investments in different countries, actual or perceived changes in
interest rates, and other complex factors. Currency exchange rates also can be
affected unpredictably by intervention (or the failure to intervene) by U.S. or
non-U.S. governments or central banks or by currency controls or political
developments. In light of these risks, the Portfolio may engage in certain
currency hedging transactions, as described above, which involve certain
special risks. The Portfolio may also invest directly in foreign currencies for
non-hedging purposes directly on a spot basis (i.e., cash) or through
derivatives transactions, such as forward currency exchange contracts, futures
and options thereon, swaps and options as described above. These investments
will be subject to the same risks. In addition, currency exchange rates may
fluctuate significantly over short periods of time, causing the Portfolio's NAV
to fluctuate.

FUTURE DEVELOPMENTS
The Portfolio may take advantage of other investment practices that are not
currently contemplated for use by the Portfolio, or are not available but may
yet be developed, to the extent such investment practices are consistent with
the Portfolio's investment objective and legally permissible for the Portfolio.
Such investment practices, if they arise, may involve risks that are different
from or exceed those involved in the practices described above.

CHANGES IN INVESTMENT OBJECTIVES AND POLICIES
The ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES (VPS) FUND'S (the "Fund") Board
may change the Portfolio's investment objective without shareholder approval.
The Portfolio will provide shareholders with 60 days' prior written notice of
any change to the Portfolio's investment objective. Unless otherwise noted, all
other investment policies of the Portfolio may be changed without shareholder
approval.

TEMPORARY DEFENSIVE POSITION
For temporary defensive purposes to attempt to respond to adverse market,
economic, political or other conditions, the Portfolio may invest in certain
types of short-term, liquid, investment grade or high-quality debt securities.
While the Portfolio is investing for temporary defensive purposes, it may not
meet its investment objectives.

PORTFOLIO HOLDINGS
The Portfolio's SAI includes a description of the policies and procedures that
apply to disclosure of the Portfolio's portfolio holdings.

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

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

The Insurers maintain omnibus account arrangements with the Fund in respect of
the Portfolio and place aggregate purchase, redemption and exchange orders for
shares of the Portfolio corresponding to orders placed by the Insurers'
customers ("Contractholders") who have purchased contracts from the Insurers,
in each case, in accordance with the terms and conditions of the relevant
contract. Omnibus account arrangements maintained by the Insurers are discussed
below under "Policy Regarding Short-Term Trading".

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

DISTRIBUTION ARRANGEMENTS
The Portfolio has adopted a plan under Commission Rule 12b-1 that allows the
Portfolio to pay asset-based sales charges or distribution and/or service fees
for the distribution and sale of its shares. The amount of this fee for the
Class B shares of the Portfolio is .25% of the aggregate average daily net
assets. Because these fees are paid out of the Portfolio's assets on an ongoing
basis, over time these fees will increase the costs of your investment and may
cost you more than paying other types of sales charges.

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

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

  - Rule 12b-1 fees;
  - defrayal of costs for educational seminars and training;
  - additional distribution support; and
  - payments related to providing Contractholder recordkeeping and/or
    administrative services.

In the case of Class B shares, up to 100% of the Rule 12b-1 fees applicable to
Class B shares each year may be paid to the financial intermediary that sells
Class B shares.

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

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

For 2013, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios is expected to be
approximately $600,000. In 2012, ABI paid additional payments of approximately
$600,000 for the Portfolios.

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

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

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

  Ameriprise Financial
  ING
  Lincoln Financial
  Merrill Lynch
  Metlife Investors Group Inc.
  Morgan Stanley Smith Barney
  Ohio National Financial Services
  Pacific Life Insurance Company
  Principal Financial Group
  SunAmerica

12



  The Hartford
  Transamerica Capital

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

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

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through
short-term trading, Contractholders that engage in rapid purchases and sales or
exchanges of the Portfolio's shares dilute the value of shares held by
long-term Contractholders. Volatility resulting from excessive purchases and
sales or exchanges of shares of the Portfolio, especially involving large
dollar amounts, may disrupt efficient portfolio management and cause the
Portfolio to sell portfolio securities at inopportune times to raise cash to
accommodate redemptions relating to short-term trading activity. In particular,
the Portfolio may have difficulty implementing its long-term investment
strategies if it is forced to maintain a higher level of its assets in cash to
accommodate significant short-term trading activity. In addition, the Portfolio
may incur increased administrative and other expenses due to excessive or
short-term trading and increased brokerage costs.

Investments in securities of foreign issuers may be particularly susceptible to
short-term trading strategies. This is because securities of foreign issuers
are typically traded on markets that close well before the time the Portfolio
calculates its NAV at 4:00 p.m., Eastern Time, which gives rise to the
possibility that developments may have occurred in the interim that would
affect the value of these securities. The time zone differences among
international stock markets can allow a Contractholder engaging in a short-term
trading strategy to exploit differences in share prices that are based on
closing prices of securities of foreign issuers established some time before
the Portfolio calculates its own share price (referred to as "time zone
arbitrage"). The Portfolio has procedures, referred to as fair value pricing,
designed to adjust closing market prices of securities of foreign issuers to
reflect what is believed to be fair value of those securities at the time the
Portfolio calculates its NAV. While there is no assurance, the Portfolio
expects that the use of fair value pricing, in addition to the short-term
trading policies discussed below, will significantly reduce a Contractholder's
ability to engage in time zone arbitrage to the detriment of other
Contractholders.

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

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

.  TRANSACTION SURVEILLANCE PROCEDURES. The Portfolio, through its agents, ABI
   and ABIS, maintains surveillance procedures to detect excessive or
   short-term trading in Portfolio shares. This surveillance process involves
   several factors, which include scrutinizing each individual Insurer's
   omnibus transaction activity in Portfolio shares in order to seek to
   ascertain whether any such activity attributable to one or more
   Contractholders might constitute excessive or short-term trading. Insurers'
   omnibus transaction activity identified by these surveillance procedures, or
   as a result of any other information actually available at the time, will be
   evaluated to determine whether such activity might indicate excessive

                                                                             13



   or short-term trading activity attributable to one or more Contractholders.
   These surveillance procedures may be modified from time to time, as
   necessary or appropriate to improve the detection of excessive or short-term
   trading or to address specific circumstances.

.  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
   that a particular transaction or pattern of transactions identified by the
   transaction surveillance procedures described above is excessive or
   short-term trading in nature, the relevant Insurer's omnibus account(s) will
   be immediately "blocked" and no future purchase or exchange activity will be
   permitted, except to the extent the Fund, ABI or ABIS has been informed in
   writing that the terms and conditions of a particular contract may limit the
   Fund's ability to apply its short-term trading policy to Contractholder
   activity as discussed below. As a result, any Contractholder seeking to
   engage through an Insurer in purchase or exchange activity in shares of the
   Portfolio under a particular contract will be prevented from doing so.
   However, sales of Portfolio shares back to the Portfolio or redemptions will
   continue to be permitted in accordance with the terms of the Portfolio's
   current prospectus. In the event an account is blocked, certain
   account-related privileges, such as the ability to place purchase, sale and
   exchange orders over the internet or by phone, may also be suspended. As a
   result, unless the Contractholder redeems his or her shares, the
   Contractholder effectively may be "locked" into an investment in shares of
   one or more of the Portfolio that the Contractholder did not intend to hold
   on a long-term basis or that may not be appropriate for the Contractholder's
   risk profile. To rectify this situation, a Contractholder with a "blocked"
   account may be forced to redeem Portfolio shares, which could be costly if,
   for example, these shares have declined in value. To avoid this risk, a
   Contractholder should carefully monitor the purchases, sales, and exchanges
   of Portfolio shares and should avoid frequent trading in Portfolio shares.
   An Insurer's omnibus account that is blocked will generally remain blocked
   unless and until the Insurer provides evidence or assurance acceptable to
   the Fund that one or more Contractholders did not or will not in the future
   engage in excessive or short-term trading.

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

HOW THE PORTFOLIO VALUES ITS SHARES
The Portfolio's NAV is calculated at the close of regular trading on any day
the New York Stock Exchange (the "Exchange") is open (ordinarily, 4:00 p.m.,
Eastern Time, but sometimes earlier, as in the case of scheduled half-day
trading or unscheduled suspensions of trading). To calculate NAV, the
Portfolio's assets are valued and totaled, liabilities are subtracted, and the
balance, called net assets, is divided by the number of shares outstanding. If
the Portfolio invests in securities that are primarily traded on foreign
exchanges that trade on weekends or other days when the Portfolio does not
price its shares, the NAV of the Portfolio's shares may change on days when
shareholders will not be able to purchase or redeem their shares in the
Portfolio.

The Portfolio values its securities at their current market value determined on
the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Board. When
the Portfolio uses fair value pricing, it may take into account any factors it
deems appropriate. The Portfolio may determine fair value based upon
developments related to a specific security, current valuations of foreign
stock indices (as reflected in U.S. futures markets) and/or U.S. sector or
broader stock market indices. The prices of securities used by the Portfolio to
calculate its NAV may differ from quoted or published prices for the same
securities. Fair value pricing involves subjective judgments and it is possible
that the fair value determined for a security is materially different than the
value that could be realized upon the sale of that security.

The Portfolio expects to use fair value pricing for securities primarily traded
on U.S. exchanges only under very limited circumstances, such as the early
closing of the exchange on which a security is traded or suspension of trading
in the security. The Portfolio may use fair value pricing more frequently for
securities primarily traded in foreign markets because, among other things,
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. For example, the Portfolio believes that foreign
security values may be affected by events that occur after the close of foreign
securities 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.

Subject to its oversight, the Board has delegated responsibility for valuing
the Portfolio's assets to the Adviser. The Adviser has established a Valuation
Committee, which operates under the policies and procedures approved by the
Board, to value the Portfolio's assets on behalf of the Portfolio. The
Valuation Committee values Portfolio assets as described above. More
information about the valuation of the Portfolio's assets is available in the
Portfolio's SAI.

14



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

INVESTMENT ADVISER
The Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,
New York, New York 10105. The Adviser is a leading international investment
adviser managing client accounts with assets as of December 31, 2012, totaling
more than $430 billion (of which over $83 billion represented assets of
registered investment companies sponsored by the Adviser). As of December 31,
2012, the Adviser managed retirement assets for many of the largest public and
private employee benefit plans (including 16 of the nation's FORTUNE 100
companies), for public employee retirement funds in 27 states and the District
of Columbia, for investment companies, and for foundations, endowments, banks
and insurance companies worldwide. Currently, there are 33 registered
investment companies managed by the Adviser, comprising 120 separate investment
portfolios, with approximately 2.7 million retail accounts.

The Adviser provides investment advisory services and order placement
facilities for the Portfolio. For these advisory services, for the fiscal year
ended December 31, 2012, the Portfolio paid the Adviser as a percentage of
average daily net assets .55%.

A discussion regarding the basis for the Board's approval of the Portfolio's
investment advisory agreement is available in the Portfolio's semi-annual
report to shareholders.

The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from the Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of the Portfolio. The
Adviser may, from time to time, make recommendations that result in the
purchase or sale of a particular security by its other clients simultaneously
with the Portfolio. If transactions on behalf of more than one client during
the same period increase the demand for securities being purchased or the
supply of securities being sold, there may be an adverse effect on price or
quantity. It is the policy of the Adviser to allocate advisory recommendations
and the placing of orders in a manner that is deemed equitable by the Adviser
to the accounts involved, including the Portfolio. When two or more of the
clients of the Adviser (including the Portfolio) are purchasing or selling the
same security on a given day from the same broker-dealer, such transactions may
be averaged as to price.

PORTFOLIO MANAGERS
The day-to-day management of, and investment decisions for, the Portfolio are
made by the Adviser's Relative Value Investment Team. The Relative Value
Investment Team relies heavily on the fundamental analysis and research of the
Adviser's large internal research staff. While the members of the team work
jointly to determine the investment strategy, including security selection, for
the Portfolio, Mr. Frank V. Caruso, CFA, who is Chief Investment Officer of the
Adviser's Relative Value Investment Team, is primarily responsible for the
day-to-day management of the Portfolio's portfolio (since 2001). Mr. Caruso is
a Senior Vice President of the Adviser, with which he has been associated in a
substantially similar capacity to his current position since prior to 2008.

The Portfolio's SAI provides additional information about the Portfolio
Manager's compensation, other accounts managed by the Portfolio Manager, and
the Portfolio Manager's ownership of securities in the Portfolio.

                                                                             15



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

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

ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------
                                                                                      YEAR ENDED DECEMBER 31,
                                                                         2012      2011        2010       2009       2008
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $  17.86  $  17.01  $  15.08     $  12.97  $  26.55
                                                                       --------  --------  --------     --------  --------
INCOME FROM INVESTMENT OPERATIONS
Net investment income(a)                                                    .24       .23       .16          .18       .25
Net realized and unrealized gain (loss) on investment transactions         2.83       .81      1.77         2.42     (9.66)
Contributions from Adviser                                                  -0-       -0-       -0-          -0-       .00(b)
                                                                       --------  --------  --------     --------  --------
Net increase (decrease) in net asset value from operations                 3.07      1.04      1.93         2.60     (9.41)
                                                                       --------  --------  --------     --------  --------
LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income                                       (.27)     (.19)      -0-         (.49)     (.37)
Distributions from net realized gain on investment transactions             -0-       -0-       -0-          -0-     (3.80)
                                                                       --------  --------  --------     --------  --------
Total dividends and distributions                                          (.27)     (.19)      -0-         (.49)    (4.17)
                                                                       --------  --------  --------     --------  --------
Net asset value, end of period                                         $  20.66  $  17.86  $  17.01     $  15.08  $  12.97
                                                                       ========  ========  ========     ========  ========
TOTAL RETURN
Total investment return based on net asset value(c)*                      17.24%     6.07%    12.80%       20.35%   (40.69)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $764,198  $735,514  $805,714     $837,533  $819,994
Ratio to average net assets of:
 Expenses                                                                   .85%      .85%      .88%(d)      .88%      .87%
 Net investment income                                                     1.23%     1.28%     1.05%(d)     1.33%     1.36%
Portfolio turnover rate                                                      80%       76%       66%         125%      184%
-----------------------------------------------------------------------------------------------------------------------------

(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)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, 2012, December 31,
   2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.19%,
   0.13%, 0.27%, 0.54% and 0.46%, respectively.

18



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

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

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

ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------

                            HYPOTHETICAL INVESTMENT              HYPOTHETICAL
               HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING
   YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT
   --------------------------------------------------------------------------
   1            $10,000.00   $  500.00   $10,500.00  $   89.25    $10,410.75
   2             10,410.75      520.54    10,931.29      92.92     10,838.37
   3             10,838.37      541.92    11,380.29      96.73     11,283.56
   4             11,283.56      564.18    11,847.74     100.71     11,747.03
   5             11,747.03      587.35    12,334.38     104.84     12,229.54
   6             12,229.54      611.48    12,841.02     109.15     12,731.87
   7             12,731.87      636.59    13,368.46     113.63     13,254.83
   8             13,254.83      662.74    13,917.57     118.30     13,799.27
   9             13,799.27      689.96    14,489.23     123.16     14,366.08
   10            14,366.08      718.30    15,084.38     128.22     14,956.16
   --------------------------------------------------------------------------
   Cumulative                $6,033.06               $1,076.91

                                                                            A-1



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

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

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

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

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

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

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

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

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

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

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

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

SEC File No. 811-05398

                                    [GRAPHIC]