Ab Variable Products Series Fund N-CSRS Certified semi-annual shareholder report (management investment company)

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, 2007

Date of reporting period: June 30, 2007

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Shares Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

BALANCED SHARES PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Balanced Shares Portfolio	Beginning Account Value     January 1, 2007		Ending Account Value      June 30, 2007		Expenses Paid     During Period*		Annualized     Expense Ratio*
Class A
Actual	$	1,000	$	1,035.69	$	3.63	0.72	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.22	$	3.61	0.72	%
Class B
Actual	$	1,000	$	1,034.29	$	4.89	0.97	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.98	$	4.86	0.97	%

* 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 SHARES PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association (Bonds & Common Stock)	$	8,921,243	4.6	%
American International Group, Inc.		5,987,565	3.1
JPMorgan Chase & Co.		5,731,635	2.9
Time Warner, Inc. (Bonds & Common Stock)		4,904,926	2.5
Exxon Mobil Corp.		4,613,400	2.4
Citigroup, Inc.		4,569,939	2.3
Procter & Gamble Co.		4,509,703	2.3
WellPoint, Inc. (Bonds & Common Stock)		4,365,292	2.2
Bank of America Corp.		4,155,650	2.1
AT&T, Inc.		4,013,050	2.0
	$	51,772,403	26.4	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	51,907,184	25.9	%
Industrials		24,478,401	12.2
Health Care		19,485,566	9.7
Information Technology		15,367,611	7.7
Commercial Mortgage-Backed Securities		11,756,316	5.9
Energy		11,680,042	5.8
Consumer Staples		10,513,716	5.2
Consumer Discretionary		9,545,080	4.8
Mortgage Pass Throughs		9,326,628	4.6
Telecommunication Services		6,285,634	3.1
Government Related		5,692,557	2.8
U.S. Treasuries		4,727,985	2.4
Other**		11,048,476	5.5
Short-Term Investments		8,793,354	4.4
Total Investments	$	200,608,550	100.0	%

* Long-Term Investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. “Other” represents less than 2.4% weightings in the following sectors: Asset Backed Securities, Corporate Sector, Materials, Mortgage CMOs, Non-Corporate Sectors and Utilities.

Please note: The sector classifications presented herein for the equity securities are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. The issuer classifications presented herein for the fixed income securities are based on the Lehman Brothers Fixed Income Indices developed by Lehman Brothers. The fund components are divided either into duration, country, bond ratings or corporate sectors as classified by Lehman Brothers. 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

BALANCED SHARES PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–64.5%
FINANCIALS–20.7%
CAPITAL MARKETS–4.9%
The Bank of New York Co., Inc.	17,300	$	716,912
The Goldman Sachs Group, Inc.	8,700		1,885,725
Lehman Brothers Holdings, Inc.	27,300		2,034,396
Merrill Lynch & Co., Inc.	35,600		2,975,448
Northern Trust Corp.	30,300		1,946,472
			9,558,953
COMMERCIAL BANKS–1.1%
Wachovia Corp.	7,000		358,750
Wells Fargo & Co.	53,500		1,881,595
			2,240,345
DIVERSIFIED FINANCIAL SERVICES–7.4%
Bank of America Corp.	85,000		4,155,650
Citigroup, Inc.	89,100		4,569,939
JPMorgan Chase & Co.	118,300		5,731,635
			14,457,224
INSURANCE–6.2%
ACE Ltd.	55,100		3,444,852
Allstate Corp.	10,000		615,100
American International Group, Inc.	85,500		5,987,565
Axis Capital Holdings Ltd.	52,700		2,142,255
			12,189,772
THRIFTS & MORTGAGE FINANCE–1.1%
Federal National Mortgage Association	33,500		2,188,555
			40,634,849
HEALTH CARE–9.9%
HEALTH CARE EQUIPMENT & SUPPLIES–0.6%
Becton Dickinson & Co.	17,500		1,303,750
HEALTH CARE PROVIDERS & SERVICES–5.6%
Aetna, Inc.	21,500		1,062,100
Laboratory Corp. of America Holdings(a)	20,800		1,627,808
Medco Health Solutions, Inc.(a)	5,900		460,141
UnitedHealth Group, Inc.	70,000		3,579,800
WellPoint, Inc.(a)	52,900		4,223,007
			10,952,856
PHARMACEUTICALS–3.7%
Eli Lilly & Co.	38,100		2,129,028
Merck & Co., Inc.	30,100		1,498,980
Wyeth	62,800		3,600,952
			7,228,960
			19,485,566

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–7.8%
COMMUNICATIONS EQUIPMENT–0.3%
Cisco Systems, Inc.(a)	23,000	$	640,550
COMPUTERS & PERIPHERALS–3.2%
International Business Machines Corp.	30,400		3,199,600
Sun Microsystems, Inc.(a)	575,300		3,026,078
			6,225,678
IT SERVICES–0.9%
Accenture Ltd.—Class A	20,700		887,823
Fiserv, Inc.(a)	15,000		852,000
			1,739,823
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.4%
Applied Materials, Inc.	95,000		1,887,650
International Rectifier Corp.(a)	23,400		871,884
			2,759,534
SOFTWARE–2.0%
Microsoft Corp.	135,800		4,002,026
			15,367,611
ENERGY–5.9%
ENERGY EQUIPMENT & SERVICES–1.3%
Baker Hughes, Inc.	7,810		657,055
BJ Services Co.	11,200		318,528
Nabors Industries Ltd.(a)	50,600		1,689,028
			2,664,611
OIL, GAS & CONSUMABLE FUELS–4.6%
Chevron Corp.	32,000		2,695,680
ConocoPhillips	9,100		714,350
Exxon Mobil Corp.	55,000		4,613,400
Noble Energy, Inc.	15,900		992,001
			9,015,431
			11,680,042
CONSUMER STAPLES–5.4%
BEVERAGES–0.6%
PepsiCo, Inc.	17,000		1,102,450
FOOD PRODUCTS–0.4%
Campbell Soup Co.	10,100		391,981
Kellogg Co.	6,200		321,098
			713,079
HOUSEHOLD PRODUCTS–2.3%
Procter & Gamble Co.	73,700		4,509,703
TOBACCO–2.1%
Altria Group, Inc.	35,700		2,503,998
Loews Corp.—Carolina Group	21,800		1,684,486
			4,188,484
			10,513,716

3

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

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–4.9%
HOTELS RESTAURANTS & LEISURE–0.1%
McDonald’s Corp.	2,500	$	126,900
MEDIA–4.1%
Comcast Corp.—Class A(a)	15,070		423,769
News Corp.—Class A	103,100		2,186,751
Time Warner, Inc.	211,300		4,445,752
Viacom, Inc.—Class B(a)	25,000		1,040,750
			8,097,022
MULTILINE RETAIL–0.7%
Kohl’s Corp.(a)	18,600		1,321,158
			9,545,080
INDUSTRIALS–4.6%
AEROSPACE & DEFENSE–1.3%
United Technologies Corp.	35,000		2,482,550
AIR FREIGHT & LOGISTICS–0.1%
United Parcel Service, Inc.— Class B	2,000		146,000
ELECTRICAL EQUIPMENT–1.4%
Emerson Electric Co.	59,500		2,784,600
INDUSTRIAL CONGLOMERATES–1.4%
General Electric Co.	74,040		2,834,251
MACHINERY–0.4%
Danaher Corp.	9,400		709,700
			8,957,101
TELECOMMUNICATION SERVICES–3.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.2%
AT&T, Inc.	96,700		4,013,050
Verizon Communications, Inc.	55,200		2,272,584
			6,285,634
MATERIALS–1.9%
CHEMICALS–1.9%
Air Products & Chemicals, Inc.	41,200		3,311,244
E.I. Du Pont de Nemours & Co.	8,700		442,308
			3,753,552
UTILITIES–0.2%
ELECTRIC UTILITIES–0.2%
FirstEnergy Corp.	5,700		368,961
Total Common Stocks (cost $97,697,920)			126,592,112

Company	Principal Amount (000)		U.S. $ Value
CORPORATES— INVESTMENT GRADES–13.7%
INDUSTRIAL–7.2%
BASIC–1.0%
The Dow Chemical Co. 7.375%, 11/01/29	$	15	$	16,235
Eastman Chemical Co. 7.25%, 1/15/24		175		180,454
EI Du Pont de Nemours & Co. 3.375%, 11/15/07		475		471,541
Inco Ltd. 7.75%, 5/15/12		495		533,593
Lubrizol Corp. 5.50%, 10/01/14		275		263,485
Noranda Inc. 6.00%, 10/15/15		295		294,873
Southern Copper Corp. 7.50%, 7/27/35		195		209,340
				1,969,521
CAPITAL GOODS–0.4%
CRH America, Inc. 6.00%, 9/30/16		250		247,186
Hanson Australia Funding Ltd. 5.25%, 3/15/13		155		151,525
Hutchison Whampoa International, Ltd. 7.45%, 11/24/33(b)		100		110,372
Tyco International Group, SA 6.00%, 11/15/13		115		118,086
Waste Management, Inc. 6.375%, 11/15/12		175		178,980
				806,149
COMMUNICATIONS— MEDIA–0.8%
BSKYB Finance UK PLC 5.625%, 10/15/15(b)		120		115,685
News America Holdings, Inc. 8.25%, 10/17/96		60		68,251
9.25%, 2/01/13		100		115,716
News America, Inc. 5.30%, 12/15/14		100		96,601
The Thomson Corp. 5.75%, 2/01/08		460		460,386
Time Warner Entertainment Co. 8.375%, 3/15/23		400		459,174
Viacom, Inc. 7.875%, 7/30/30		60		62,043
WPP Finance Corp. 5.875%, 6/15/14		250		247,988
				1,625,844

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
COMMUNICATIONS— TELECOMMUNICATIONS–1.8%
AT&T Corp. 7.30%, 11/15/11	$	250	$	266,120
Bellsouth Capital Funding Corp. 7.12%, 7/15/97		360		360,848
BellSouth Corp. 5.20%, 9/15/14		345		331,074
Embarq Corp. 6.738%, 6/01/13		450		458,585
7.082%, 6/01/16		280		281,568
GTE Corp. 8.75%, 11/01/21		390		462,631
New Cingular Wireless 8.75%, 3/01/31		200		249,324
Nextel Communications, Inc. Series F 5.95%, 3/15/14		290		276,211
Qwest Corp. 7.875%, 9/01/11		200		208,500
Telus Corp. 8.00%, 6/01/11		100		106,935
Verizon Virginia, Inc. Series A 4.625%, 3/15/13		525		492,254
				3,494,050
CONSUMER CYCLICAL—AUTOMOTIVE–0.2%
DaimlerChrysler North America 4.875%, 6/15/10		395		387,474
CONSUMER CYCLICAL—OTHER–0.2%
DR Horton, Inc. 6.50%, 4/15/16		80		76,541
Starwood Hotels & Resorts Worldwide, Inc. 7.375%, 11/15/15		181		179,093
7.875%, 5/01/12		98		102,052
				357,686
CONSUMER CYCLICAL—RETAILERS–0.1%
CVS Corp. 6.125%, 8/15/16		150		148,700
CONSUMER NON-CYCLICAL–1.3%
Altria Group, Inc. 7.75%, 1/15/27		210		245,597
Boston Scientific Corp. 5.45%, 6/15/14		148		139,279
Bristol-Myers Squibb Co. 6.875%, 8/01/97		425		437,997
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)		190		182,528
Fisher Scientific International, Inc. 6.125%, 7/01/15		455		446,769
Kraft Foods, Inc. 5.25%, 10/01/13		195		187,506

Company	Principal Amount (000)		U.S. $ Value
Safeway, Inc. 4.95%, 8/16/10	$	400	$	393,276
5.80%, 8/15/12		200		200,043
Wyeth 6.50%, 2/01/34		355		365,009
				2,598,004
ENERGY–0.3%
Amerada Hess Corp. 7.30%, 8/15/31		260		278,829
Valero Energy Corp. 4.75%, 6/15/13		300		284,528
XTO Energy, Inc. 7.50%, 4/15/12		100		107,510
				670,867
SERVICES–0.2%
The Western Union Co. 5.93%, 10/01/16		455		443,912
TECHNOLOGY–0.6%
Electronic Data Systems Corp. Series B 6.50%, 8/01/13		445		439,817
Hewlett-Packard Co. 3.625%, 3/15/08		475		468,999
Motorola, Inc. 6.50%, 9/01/25		105		100,437
7.50%, 5/15/25		20		21,043
7.625%, 11/15/10		64		67,454
				1,097,750
TRANSPORTATION— AIRLINES–0.2%
Southwest Airlines Co. 5.25%, 10/01/14		455		430,711
TRANSPORTATION— RAILROADS–0.1%
CSX Corp. 5.50%, 8/01/13		100		98,051
				14,128,719
FINANCIAL INSTITUTIONS–5.6%
BANKING–2.9%
Bank of Tokyo—Mitsubishi UFJ 7.40%, 6/15/11		200		213,234
Barclays Bank PLC 8.55%, 6/15/11(b)(c)		50		55,062
The Chuo Mitsui Trust & Banking Co., Ltd. 5.506%, 4/15/15(b)(c)		300		283,169
Dresdner Funding Trust I 8.151%, 6/30/31(b)		295		339,770
Fuji JGB Investment 9.87%, 6/30/08(b)(c)		240		249,485
HBOS PLC 5.375%, 11/01/13(b)(c)		250		242,082
HSBC Bank USA 5.875%, 11/01/34		310		295,218
Northern Rock PLC 5.60%, 4/30/14(b)(c)		445		424,769

5

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

Company	Principal Amount (000)		U.S. $ Value
Popular North America, Inc. 4.25%, 4/01/08	$	470	$	465,188
Rabobank Capital Funding II 5.26%, 12/31/13(b)(c)		230		220,569
RBS Capital Trust III 5.512%, 9/30/14(c)		495		475,749
Resona Preferred Global Securities 7.191%, 7/30/15(b)(c)		413		422,296
Royal Bank of Scotland Group PLC 7.648%, 9/30/31(c)		250		278,725
Sumitomo Mitsui Banking Corp. 5.625%, 10/15/15(b)(c)		135		128,655
UBS Preferred Funding Trust II 7.247%, 6/26/11(c)		250		263,854
UBS Preferred Funding Trust V Series 1 6.243%, 5/15/16(c)		465		466,836
UFJ Finance Aruba AEC 6.75%, 7/15/13		335		353,725
Unicredito Italiano Capital Trust II 9.20%, 10/05/10(b)(c)		330		364,393
Wachovia Capital Trust III 5.80%, 3/15/11(c)		130		129,434
				5,672,213
BROKERAGE–0.3%
Goldman Sachs Group, Inc. 5.70%, 9/01/12		470		469,715
Lehman Brothers Holdings, Inc. 7.875%, 8/15/10		150		159,948
				629,663
FINANCE–1.0%
Capital One Bank 6.50%, 6/13/13		400		410,818
Countrywide Financial Corp. 6.25%, 5/15/16		460		451,767
General Electric Capital Corp. 5.875%, 2/15/12		500		505,853
iStar Financial, Inc. 6.00%, 12/15/10		200		200,844
Series B
5.70%, 3/01/14		200		195,123
SLM Corp. 5.375%, 1/15/13		190		167,789
				1,932,194
INSURANCE–1.2%
American RE Corp. Series B 7.45%, 12/15/26		140		155,497
CNA Financial Corp. 5.85%, 12/15/14		85		83,303

Company	Principal Amount (000)		U.S. $ Value
Hartford Financial Services Group, Inc. 6.375%, 11/01/08	$	125	$	126,559
ING Groep NV 5.775%, 12/08/15(c)		470		453,009
Liberty Mutual Group, Inc. 5.75%, 3/15/14(b)		350		338,605
Lincoln National Corp. 7.00%, 5/17/66(c)		445		456,606
North Front Pass Through Trust 5.81%, 12/15/24(b)(c)		500		483,151
UnitedHealth Group, Inc. 5.25%, 3/15/11		200		197,893
WellPoint, Inc. 5.25%, 1/15/16		150		142,285
				2,436,908
REITS–0.2%
Regency Centers LP 5.25%, 8/01/15		300		285,504
				10,956,482
UTILITY–0.8%
ELECTRIC–0.3%
Consumers Energy Co. Series B 5.375%, 4/15/13		150		147,615
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)		250		252,791
TXU Energy Co. LLC 7.00%, 3/15/13		160		165,038
				565,444
NATURAL GAS–0.5%
CenterPoint Energy Resources Corp. Series B 7.875%, 4/01/13		450		491,191
Enterprise Products Operating L.P. Series B 5.60%, 10/15/14		150		145,819
Texas Eastern Transmission Corp. 7.30%, 12/01/10		350		368,163
				1,005,173
				1,570,617
NON CORPORATE SECTORS–0.1%
AGENCIES—NOT GOVERNMENT GUARANTEED–0.1%
Petronas Capital, Ltd. 7.00%, 5/22/12(b)		150		159,297
Total Corporates—Investment Grades (cost $27,261,993)				26,815,115

6

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES–6.0%
NON-AGENCY FIXED RATE CMBS–5.9%
Banc of America Commercial Mortgage, Inc. Series 2001-PB1, Class A2 5.787%, 5/11/35	$	1,571	$	1,578,023
Series 2005-1, Class A3 4.877%, 11/10/42		2,000		1,968,169
Series 2006-5, Class A4 5.414%, 9/10/47		300		290,526
Bear Stearns Commercial Mortgage Securities, Inc. Series 2005-PWR9, Class A4A 4.871%, 9/11/42		2,000		1,881,134
Greenwich Capital Commercial Funding Corp. Series 2005-GG3, Class A4 4.799%, 8/10/42(c)		900		846,688
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38(c)		600		586,917
JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP3, Class A2 4.851%, 8/15/42		1,500		1,465,792
Series 2006-CB15, Class A4 5.814%, 6/12/43(c)		176		174,832
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31		1,500		1,433,757
Morgan Stanley Capital I Series 2005-HQ5, Class A4 5.168%, 1/14/42		1,500		1,440,476
				11,666,314
NON-AGENCY ADJUSTABLE RATE CMBS–0.1%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 5.76%, 3/06/20(b)(d)		90		90,002
Total Commercial Mortgage-Backed Securities (cost $12,184,056)				11,756,316
MORTGAGE PASS-THRU’S–4.8%
FIXED RATE 30-YEAR–2.6%
Federal Home Loan Mortgage Corp. 6.00%, TBA		2,325		2,301,025
Series 2006 7.00%, 8/01/36		1,060		1,087,890
Federal National Mortgage Association 6.50%, TBA		710		716,656

Company	Principal Amount (000)		U.S. $ Value
Series 2006 5.00%, 1/01/37	$	55	$	51,579
Series 2007 5.00%, 5/01/37		1,000		936,897
				5,094,047
FIXED RATE 15-YEAR–1.0%
Federal National Mortgage Association 5.00%, TBA		1,920		1,855,200
AGENCY ARMS–0.9%
Federal Home Loan Mortgage Corp. Series 2006 6.03%, 9/01/36(d)		523		527,055
Series 2007 6.05%, 4/01/37(d)		358		359,524
Federal National Mortgage Association Series 2007 5.943%, 2/01/37(d)		550		552,371
6.056%, 2/01/37(d)		360		363,091
				1,802,041
NON-AGENCY ARMS–0.3%
Banc of America Funding Corp. Series 2007-C, Class 1A3 5.763%, 5/20/36(d)		334		329,059
Bear Stearns Alt-A Trust Series 2006-3, Class 22A1 6.219%, 5/25/36(c)		245		246,281
				575,340
Total Mortgage Pass-Thru’s (cost $9,366,342)				9,326,628
U.S. TREASURIES–1.7%
U.S. Treasury Bonds 4.50%, 2/15/36		2,870		2,598,696
8.75%, 5/15/17		300		384,375
U.S. Treasury Notes 4.875%, 5/31/08		340		339,681
Total U.S. Treasuries (cost $3,420,066)				3,322,752
GOVERNMENT-RELATED—NON-U.S. ISSUERS–1.5%
SOVEREIGNS–1.4%
Russian Federation 7.50%, 3/31/30(b)(e)		1,284		1,408,696
United Mexican States 5.625%, 1/15/17		1,080		1,057,320
7.50%, 1/14/12		330		353,595
				2,819,611
AGENCIES–0.1%
Korea Development Bank 5.75%, 9/10/13		200		201,420
Total Government-Related—Non-U.S. Issuers (cost $3,114,592)				3,021,031

7

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

Company	Principal Amount (000)		U.S. $ Value
ASSET-BACKED SECURITIES–1.3%
HOME EQUITY LOANS—FLOATING RATE–0.6%
Household Home Equity Loan Series 2007-1, Class M1 5.70%, 3/20/36(d)	$	365	$	364,730
Newcastle 2007-1 2A1 5.43%, 4/25/37(d)		345		345,000
Option One Mortgage Loan Trust Series 2007-2, Class M1 5.68%, 3/25/37(d)		125		124,712
RAAC Series Series 2006-SP3, Class A1 5.40%, 8/25/36(d)		86		85,627
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 5.44%, 7/25/37(d)		350		350,017
				1,270,086
HOME EQUITY LOANS— FIXED RATE–0.4%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36(c)		375		367,733
Credit-Based Asset Servicing and Securities, Inc. Series 2005-CB7, Class AF2 5.147%, 11/25/35(e)		160		159,027
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36(e)		156		154,884
				681,644
AUTOS—FIXED RATE–0.2%
Capital Auto Receivables Asset Trust Series 2005-SN1A, Class A3A 4.10%, 6/15/08		119		118,732
Capital One Prime Auto Receivables Trust Series 2005-1, Class A3 4.32%, 8/15/09		271		270,195
				388,927
OTHER—FLOATING RATE–0.1%
Libertas Preferred Funding Ltd. Series 2007-3A, Class 2 5.999%, 4/09/47(b)(d)		260		239,208
Total Asset-Backed Securities (cost $2,598,904)				2,579,865
GOVERNMENT-RELATED— U.S. AGENCIES–1.1%
AGENCY DEBENTURES–1.1%
Federal National Mortgage Association 6.625%, 10/15/07 (cost $2,251,689)		2,250		2,256,894

Company	Principal Amount (000)		U.S. $ Value
EMERGING MARKETS— NON-INVESTMENT GRADES–0.9%
NON CORPORATE SECTORS–0.9%
SOVEREIGN–0.9%
Republic of Brazil 8.25%, 1/20/34	$	855	$	1,049,940
Republic of Panama 9.375%, 4/01/29		270		357,750
Republic of Peru 8.75%, 11/21/33		275		356,125
Total Emerging Markets— Non-Investment Grades (cost $1,834,266)				1,763,815
INFLATION-LINKED SECURITIES–0.7%
U.S. Treasury Notes 2.375%, 4/15/11 (TIPS) (cost $1,400,617)		1,421		1,405,233
CORPORATES—NON-INVESTMENT GRADES–0.6%
INDUSTRIAL–0.6%
BASIC–0.1%
Packaging Corp. of America 4.375%, 8/01/08		200		197,039
COMMUNICATIONS— MEDIA–0.2%
Clear Channel Communications, Inc. 5.50%, 9/15/14		215		183,731
DIRECTV Holdings LLC 6.375%, 6/15/15		64		60,160
RH Donnelley Corp. Series A-3 8.875%, 1/15/16		225		234,000
				477,891
COMMUNICATIONS— TELECOMMUNICATIONS–0.1%
Windstream Corp. 8.125%, 8/01/13		214		223,630
CONSUMER CYCLICAL—AUTOMOTIVE–0.1%
Ford Motor Credit Co. 4.95%, 1/15/08		170		168,727
CONSUMER CYCLICAL— OTHER–0.1%
MGM Mirage 6.75%, 9/01/12		60		57,300
Wynn Las Vegas LLC/Corp. 6.625%, 12/01/14		45		43,369
				100,669
				1,167,956

8

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
FINANCIAL INSTITUTIONS–0.0%
INSURANCE–0.0%
Liberty Mutual Group, Inc. 7.80%, 3/15/37(b)	$	100	$	94,153
Total Corporates— Non-Investment Grades (cost $1,281,894)				1,262,109
	Shares
NON-CONVERTIBLE— PREFERRED STOCKS–0.5%
UTILITY–0.3%
ELECTRIC–0.3%
DTE Energy Trust I 7.80%		20,000		509,000
INDUSTRIAL–0.1%
COMMUNICATIONS— TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)		200		224,625
FINANCIAL INSTITUTIONS–0.1%
BANKING–0.1%
Royal Bank of Scotland Group PLC 5.75%		10,000		221,700
Total Non-Convertible— Preferred Stocks (cost $982,616)				955,325

Company	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED— U.S. OTHER ISSUERS–0.2%
MUNICIPAL BONDS–0.2%
Dallas-Fort Worth Texas International Airport Facilities Improvement Corp. MBIA FSA 7.07%, 11/01/24 (cost $409,347)	$	400	$	414,632
CORPORATES–0.1%
Mobile Telesystems Finance 9.75%, 1/30/08(b) (cost $234,397)		230		234,117
MORTGAGE CMO’S–0.1%
NON-AGENCY ADJUSTABLE RATE–0.1%
Countrywide Alternative Loan Trust Series 2007-OA3, Class M1 5.63%, 4/25/47(d) (cost $109,833)		110		109,252
SHORT-TERM INVESTMENTS–4.5%
AGENCY DISCOUNT NOTES–4.1%
Federal Home Loan Mortgage Corp. Zero Coupon, 7/09/07		2,995		2,992,029
Federal National Mortgage Association Zero Coupon, 7/27/07		4,990		4,972,325
				7,964,354
TIME DEPOSIT–0.4%
The Bank of New York 4.25%, 7/02/07		829		829,000
Total Short-Term Investments (cost $8,793,357)				8,793,354
TOTAL INVESTMENTS–102.2% (cost $172,941,889)				200,608,550
Other assets less liabilities–(2.2)%				(4,381,883	)
NET ASSETS–100.0%			$	196,226,667

(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, 2007, the aggregate market value of these securities amounted to $6,663,480 or 3.4% of net assets.

(c) Variable rate coupon, rate shown as of June 30, 2007.

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(e) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2007.

Glossary:

FSA—Financial Security Assurance Inc.

MBIA—Municipal Bond Investors Assurance

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See Notes to Financial Statements.

9

BALANCED SHARES PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $172,941,889)	$	200,608,550
Cash		210,798
Receivable for investment securities sold		2,852,369
Dividends and interest receivable		896,357
Receivable for capital stock sold		1,860
Total assets		204,569,934
LIABILITIES
Payable for investment securities purchased		7,919,072
Payable for capital stock redeemed		140,293
Advisory fee payable		93,418
Administrative fee payable		19,223
Distribution fee payable		9,097
Transfer Agent fee payable		59
Accrued expenses		162,105
Total liabilities		8,343,267
NET ASSETS	$	196,226,667
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,808
Additional paid-in capital		158,330,940
Undistributed net investment income		2,443,261
Accumulated net realized gain on investment transactions		7,775,997
Net unrealized appreciation of investments		27,666,661
	$	196,226,667

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	153,875,119	7,681,837	$	20.03
B	$	42,351,548	2,126,159	$	19.92

See Notes to Financial Statements.

10

BALANCED SHARES PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	2,008,119
Dividends		1,241,889
Total investment income		3,250,008
EXPENSES
Advisory fee		558,112
Distribution fee—Class B		54,323
Transfer agency—Class A		1,069
Transfer agency—Class B		291
Custodian		74,243
Administrative		47,000
Printing		23,574
Audit		19,111
Legal		7,747
Directors’ fees		739
Miscellaneous		3,648
Total expenses		789,857
Net investment income		2,460,151
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		8,093,867
Net change in unrealized appreciation/depreciation of investments		(3,828,955	)
Net gain on investment transactions		4,264,912
Contribution from Adviser (see Note B)		352,186
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,077,249

See Notes to Financial Statements.

11

BALANCED SHARES PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,460,151		$	5,203,090
Net realized gain on investment transactions		8,093,867			4,453,419
Net change in unrealized appreciation/depreciation of investments		(3,828,955	)		13,257,971
Contribution from Adviser		352,186			–0	–
Net increase in net assets from operations		7,077,249			22,914,480
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(4,174,710	)		(4,150,250	)
Class B		(1,026,872	)		(985,740	)
Net realized gain on investment transactions
Class A		(3,457,536	)		(4,500,374	)
Class B		(940,615	)		(1,194,218	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,468,177	)		(24,364,070	)
Total decrease		(11,990,661	)		(12,280,172	)
NET ASSETS
Beginning of period		208,217,328			220,497,500
End of period (including undistributed net investment income of $2,443,261 and $5,184,692, respectively)	$	196,226,667		$	208,217,328

See Notes to Financial Statements.

12

BALANCED SHARES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

13

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

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .625% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the period ended June 30, 2007, and in response to the Independent Director’s request, the Adviser made a payment of $352,186 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

14

AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $38,543, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	36,291,188	$	36,281,641
U.S. government securities		18,878,975		39,798,240

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	$	29,624,467
Gross unrealized depreciation		(1,957,806	)
Net unrealized appreciation	$	27,666,661

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contracts and the closing of such contracts would be included in net realized gain or loss on foreign currency transactions.

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

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

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

15

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

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2007, the Portfolio earned income of $954 from dollar rolls which is included in interest income in the accompanying statement of operations.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	172,838		249,152		$	3,604,851		$	4,829,243
Shares issued in reinvestment of dividends and distributions	378,584		475,571			7,632,246			8,650,624
Shares redeemed	(923,993	)	(1,795,391	)		(18,939,657	)		(34,393,034	)
Net decrease	(372,571	)	(1,070,668	)	$	(7,702,560	)	$	(20,913,167	)
Class B
Shares sold	42,406		93,891		$	879,678		$	1,805,722
Shares issued in reinvestment of dividends and distributions	98,129		120,506			1,967,487			2,179,958
Shares redeemed	(225,056	)	(391,247	)		(4,612,782	)		(7,436,583	)
Net decrease	(84,521	)	(176,850	)	$	(1,765,617	)	$	(3,450,903	)

16

AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	5,352,104	$	5,811,401
Long-term capital gains		5,478,478		–0	–
Total taxable distributions		10,830,582		5,811,401
Total distributions paid	$	10,830,582	$	5,811,401

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,583,172
Undistributed long-term capital gains		3,961,239
Unrealized appreciation/(depreciation)		31,216,178	(a)
Total accumulated earnings/(deficit)	$	40,760,589

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

17

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

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

18

AllianceBernstein Variable Products Series Fund

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

19

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

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

20

BALANCED SHARES PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$20.31		$19.18		$18.94		$17.76		$15.30		$17.65
Income From Investment Operations
Net investment income (a)	.25		.49		.43		.46	(b)	.42		.45
Net realized and unrealized gain (loss) on investment transactions	.44		1.66		.30		1.12		2.47		(2.29	)
Contribution from Adviser	.04		–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.73		2.15		.73		1.58		2.89		(1.84	)
Less: Dividends and Distributions
Dividends from net investment income	(.55	)	(.49	)	(.49	)	(.40	)	(.43	)	(.32	)
Distributions from net realized gain on investment transactions	(.46	)	(.53	)	–0	–	–0	–	–0	–	(.19	)
Total dividends and distributions	(1.01	)	(1.02	)	(.49	)	(.40	)	(.43	)	(.51	)
Net asset value, end of period	$20.03		$20.31		$19.18		$18.94		$17.76		$15.30
Total Return
Total investment return based on net asset value (c)	3.57	%	11.79	%	3.91	%	9.07	%	19.05	%	(10.58	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$153,875		$163,608		$175,005		$193,600		$197,334		$171,670
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.72	%(d)	.73	%(e)	.71	%	.71	%	.79	%	.79	%
Expenses, before waivers and reimbursements	.72	%(d)	.73	%(e)	.71	%	.76	%	.79	%	.79	%
Net investment income	2.48	%(d)	2.53	%(e)	2.29	%	2.57	%(b)	2.60	%	2.76	%
Portfolio turnover rate	28	%	40	%	52	%	60	%	81	%	57	%

See footnote summary on page 22.

21

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

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$20.18		$19.05		$18.83		$17.69		$15.27		$17.65
Income From Investment Operations
Net investment income (a)	.23		.44		.38		.43	(b)	.36		.39
Net realized and unrealized gain (loss) on investment transactions	.43		1.66		.29		1.10		2.48		(2.27	)
Contribution from Adviser	.04		–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.70		2.10		.67		1.53		2.84		(1.88	)
Less: Dividends and Distributions
Dividends from net investment income	(.50	)	(.44	)	(.45	)	(.39	)	(.42	)	(.31	)
Distributions from net realized gain on investment transactions	(.46	)	(.53	)	–0	–	–0	–	–0	–	(.19	)
Total dividends and distributions	(.96	)	(.97	)	(.45	)	(.39	)	(.42	)	(.50	)
Net asset value, end of period	$19.92		$20.18		$19.05		$18.83		$17.69		$15.27
Total Return
Total investment return based on net asset value (c)	3.43	%	11.56	%	3.61	%	8.79	%	18.78	%	(10.80	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$42,352		$44,609		$45,493		$45,047		$23,417		$3,302
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.97	%(d)	.98	%(e)	.96	%	.96	%	1.05	%	1.05	%
Expenses, before waivers and reimbursements	.97	%(d)	.98	%(e)	.96	%	1.01	%	1.05	%	1.05	%
Net investment income	2.23	%(d)	2.28	%(e)	2.04	%	2.35	%(b)	2.29	%	2.51	%
Portfolio turnover rate	28	%	40	%	52	%	60	%	81	%	57	%

(a) Based on average shares outstanding.

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

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

(d) Annualized.

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

22

BALANCED SHARES PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Balanced Shares Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

23

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

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.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to a composite index (60% Russell 1000 Value Index/40% Lehman Brothers Government/Credit Index) (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (December 1992 inception). The directors noted that in the Performance Group and Performance Universe comparisons the Portfolio was in the 3rd quintile in the 1- and 5-year periods, 4th quintile in the 3-year period, and 1st quintile in the 10-year period. The comparative information showed that the Portfolio underperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

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

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

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

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

24

AllianceBernstein Variable Products Series Fund

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

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 55 basis points, plus the 4 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

25

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	202.9	Balanced Shares Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.04 % of the Fund’s average daily net assets) for such services.

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

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

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

26

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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

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

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

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

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

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

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

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

27

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

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

Portfolio	Contractual Management Fee 7	Lipper Group Median	Rank
Balanced Shares Portfolio	0.550	0.644	3/19

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

Portfolio	Expense Ratio (%)9	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Balanced Shares Portfolio	0.714	0.767	6/19	0.750	15/35

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $109,918 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $311,756 on behalf of the Portfolio to ABI.

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

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

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

28

AllianceBernstein Variable Products Series Fund

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁰

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹² for the periods ended December 31, 2006.¹³

Balanced Shares Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	11.79	11.79	11.78	9/19	31/64
3 year	8.21	9.22	8.97	12/19	29/47
5 year	6.17	5.83	6.12	9/19	22/44
10 year	8.89	6.43	6.65	3/18	3/33

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

11 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.

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

13 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.

29

BALANCED SHARES 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)¹⁴ versus its benchmark.¹⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁶

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)		Since Inception (%)	Annualized		Risk Period (Year)
							Volatility (%)	Sharpe (%)
Balanced Shares Portfolio	11.79	8.21	6.17	8.89		9.40	9.79	0.54	10
Russell 1000 Value Index	22.25	15.09	10.86	11.00	��	12.99	14.21	0.54	10
Lehman Brothers Government/Credit Bond Index	3.78	3.44	5.17	6.26		6.49	4.20	0.58	10
60% Russell 1000 Value Index/40% Lehman Brothers Government/Credit Index	14.86	10.43	8.58	9.10		10.39	N/A	N/A	N/A

Inception Date: December 28, 1992

CONCLUSION:

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

Dated: June 4, 2007

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

15 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

30

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

BALANCED WEALTH STRATEGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Balanced Wealth Strategy Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,043.38	$	3.85	0.76	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.03	$	3.81	0.76	%
Class B
Actual	$	1,000	$	1,041.26	$	5.11	1.01	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.79	$	5.06	1.01	%

* 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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Assoc. (Common Stock and Bonds)	$	18,522,640	10.6	%
U.S. Treasury Bonds & Notes		10,045,896	5.7
Federal Gold Loan Mortgage Corp.		3,432,909	2.0
Kreditanstalt feur Wiederaufbau		2,452,612	1.4
Google, Inc.-Class A		2,093,520	1.2
Japan Finance Corp. for Municipal Enterprises		2,072,093	1.2
Apple Computer, Inc.		2,050,272	1.2
Exxon Mobil Corp.		1,836,972	1.1
WellPoint, Inc. (Common Stock & Bonds)		1,627,029	0.9
Credit Suisse Group		1,505,381	0.9
	$	45,639,324	26.2	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Finance	$	43,711,926	24.0	%
Mortgage Pass Throughs		23,667,752	13.0
Information Technology		13,151,053	7.2
Industrials		12,372,200	6.8
Consumer Discretionary		10,409,660	5.7
U.S. Treasuries		10,045,895	5.5
Health Care		9,688,401	5.3
Government Related		9,023,156	5.0
Energy		7,624,122	4.2
Commercial Mortgage Backed Securities		7,183,366	4.0
Materials		6,370,827	3.5
Consumer Staples		5,812,973	3.2
Other**		11,293,006	6.2
Short-Term Investments		11,668,904	6.4
Total Investments	$	182,023,241	100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. “Other” represents less than 3.2% weightings in the following sectors: Asset Backed Securities, Capital Equipment, Construction & Housing, Collateralized Mortgage Obligations, Emerging Markets, Telecommunication Services and Utilities.

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

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–63.0%
FINANCIALS–24.3%
CAPITAL MARKETS–4.5%
3i Group PLC	11,371	$	264,690
Ameriprise Financial, Inc.	2,800		177,996
The Blackstone Group LP(a)	13,200		386,364
Credit Suisse Group	12,559		891,577
Credit Suisse Group (New York) (ADR)	8,650		613,804
Deutsche Bank AG	1,500		217,091
Franklin Resources, Inc.	7,675		1,016,707
The Goldman Sachs Group, Inc.	2,490		539,708
Janus Capital Group, Inc.	1,300		36,192
Lazard Ltd.–Class A	700		31,521
Legg Mason, Inc.	8,175		804,257
Macquarie Bank Ltd.	4,375		314,235
Man Group PLC	36,414		442,937
Merrill Lynch & Co., Inc.	13,450		1,124,151
Morgan Stanley	1,700		142,596
Nomura Holdings, Inc.(b)	14,100		273,869
UBS AG (Swiss Virt-X)	7,848		469,344
Waddell & Reed Financial, Inc.–Class A	2,150		55,922
			7,802,961
COMMERCIAL BANKS–2.9%
Anglo Irish Bank Corp. PLC (London Exchange)	17,482		355,516
Bank Leumi Le-Israel	14,400		56,350
Barclays PLC	18,100		251,824
BNP Paribas SA	3,100		368,229
China Construction Bank Corp.–Class H	105,000		72,203
Comerica, Inc.	3,100		184,357
Credit Agricole SA	6,241		253,248
Fifth Third Bancorp	5,400		214,758
HBOS PLC	11,870		233,475
Keycorp	4,100		140,753
Kookmin Bank	1,200		105,250
Mitsubishi UFJ Financial Group, Inc.	19		209,393
National City Corp.	6,700		223,244
Royal Bank of Scotland Group PLC	26,264		332,331
Societe Generale	1,460		270,507
Sumitomo Mitsui Financial Group, Inc.	37		344,929
SunTrust Banks, Inc.	2,150		184,341
U.S. Bancorp	8,200		270,190
UniCredito Italiano SpA	44,556		397,957
Wachovia Corp.	4,500		230,625
Wells Fargo & Co.	9,200		323,564
			5,023,044
CONSUMER FINANCE–0.2%
ORIX Corp.	1,240		326,848

Company	Shares	U.S. $ Value
DIVERSIFIED FINANCIAL SERVICES–3.4%
Bank of America Corp.	23,500	$	1,148,915
Chicago Mercantile Exchange Holdings, Inc.–Class A	2,315		1,237,043
Citigroup, Inc.	23,500		1,205,315
Fortis	4,200		178,012
ING Groep NV	9,300		409,328
JPMorgan Chase & Co.	22,350		1,082,858
Moody's Corp.	5,400		335,880
NYSE Euronext	4,350		320,247
			5,917,598
INSURANCE–2.9%
ACE Ltd.	2,000		125,040
Allianz SE	1,500		349,796
Allstate Corp.	4,000		246,040
AMBAC Financial Group, Inc.	2,100		183,099
American International Group, Inc.	11,900		833,357
AON Corp.	2,900		123,569
Aviva PLC	14,900		221,186
Chubb Corp.	3,500		189,490
Fidelity National Financial, Inc.–Class A	6,200		146,940
Fondiaria-Sai SpA (ordinary shares)	2,300		111,196
Fondiaria-Sai SpA (saving shares)	700		24,781
Genworth Financial, Inc.– Class A	6,400		220,160
Hartford Financial Services Group, Inc.	2,600		256,126
MBIA, Inc.	2,400		149,328
MetLife, Inc.	4,400		283,712
Muenchener Rueckversicherungs AG	2,000		366,782
Old Republic International Corp.	7,900		167,954
Prudential Financial, Inc.	200		19,446
QBE Insurance Group Ltd.	10,869		286,779
Swiss Reinsurance	2,807		255,999
Torchmark Corp.	1,875		125,625
The Travelers Cos, Inc.	5,700		304,950
UnumProvident Corp.	3,900		101,829
			5,093,184
REAL ESTATE INVESTMENT TRUSTS (REITS)–6.5%
Alexandria Real Estate Equities, Inc.	1,825		176,697
Allied Properties Real Estate Investment Trust	3,940		79,697
Apartment Investment & Management Co.–Class A	3,600		181,512
Archstone-Smith Trust	1,550		91,621
Ascendas Real Estate Investment Trust	60,000		115,437
Ashford Hospitality Trust, Inc.	6,600		77,616
AvalonBay Communities, Inc.	1,550		184,264

3

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

Company	Shares	U.S. $ Value
Boardwalk Real Estate Investment Trust	3,519	$	160,714
Boston Properties, Inc.	1,950		199,154
British Land Co. PLC	14,744		394,539
Brixton PLC	4,100		35,896
Camden Property Trust	1,800		120,546
Canadian Apartment Properties REI	6		107
Canadian Real Estate Investment Trust	4,473		122,312
CapitaMall Trust	81,600		225,311
Cominar Real Estate Investment Trust	4,920		99,491
DB RREEF Trust	228,170		378,794
Developers Diversified Realty Corp.	1,950		102,784
Digital Realty Trust, Inc.	5,400		203,472
Dundee Real Estate Investment Trust	3,320		143,364
Equity Residential	5,050		230,431
Essex Property Trust, Inc.	675		78,502
Federal Realty Investment Trust	950		73,397
Felcor Lodging Trust, Inc.	3,800		98,914
First Industrial Realty Trust, Inc.	600		23,256
Fonciere Des Regions	1,250		182,333
General Growth Properties, Inc.	6,475		342,851
General Property Group	33,885		133,564
Great Portland Estates PLC	11,300		149,889
H&R Real Estate Investment	1,700		36,609
Hammerson PLC	4,850		138,888
Health Care Property Investors, Inc.	4,300		124,399
Host Hotels & Resorts, Inc.	8,829		204,126
ING Office Fund	110,600		163,632
Japan Real Estate Investment–Class A	14		164,532
Japan Retail Fund Investment Corp.–Class A	34		294,688
Kimco Realty Corp.	4,850		184,640
Klepierre	1,865		315,813
Land Securities Group PLC	11,341		394,957
LaSalle Hotel Properties	1,500		65,130
Macerich Co.	500		41,210
Macquarie Goodman Group	20,507		116,384
Maguire Properties, Inc.	2,700		92,691
Mid-America Apartment Communities, Inc.	2,250		118,080
Mirvac Group	60,702		292,794
Nationwide Health Properties, Inc.	5,400		146,880
Nippon Building Fund, Inc.–Class A	11		152,593
Nomura Real Estate Office Fund, Inc.–Class A	16		172,489
Omega Healthcare Investors, Inc.	4,300		68,069
Primaris Retail Real Estate Investment Trust	3,577		65,441

Company	Shares	U.S. $ Value
Prologis	8,275	$	470,848
Public Storage	1,250		96,025
RioCan Real Estate Investment Trust	10,471		232,474
Segro PLC	4,700		58,624
Simon Property Group, Inc.	5,550		516,372
SL Green Realty Corp.	1,200		148,668
Stockland	14,779		101,814
Strategic Hotels & Resorts, Inc.	4,400		98,956
Sunstone Hotel Investors, Inc.	2,800		79,492
Tanger Factory Outlet Centers	3,350		125,458
Taubman Centers, Inc.	2,050		101,701
UDR, Inc.	1,850		48,655
Unibail	2,325		594,583
Ventas, Inc.	7,000		253,750
Vornado Realty Trust	2,900		318,536
Westfield Group	22,589		381,150
			11,387,616
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.1%
Beni Stabili SpA	122,900		178,840
Brookfield Properties Corp.	6,925		168,347
Citycon Oyj	29,700		190,358
Derwent Valley Holdings PLC	5,750		210,842
Deutsche Wohnen AG	1,900		98,473
Eurocastle Investment Ltd.	4,500		207,930
Forest City Enterprises, Inc.– Class A	2,850		175,218
Hang Lung Properties, Ltd.	74,000		255,517
IVG Immobilien AG	4,300		168,811
Keppel Land Ltd.	27,000		154,741
Kerry Properties Ltd.	74,746		469,447
Mitsubishi Estate Co. Ltd.	13,000		352,698
Mitsui Fudosan Co. Ltd.	15,100		423,228
New World Development Co., Ltd.	158,807		397,426
Norwegian Property ASA	10,900		135,699
NTT Urban Development Corp.(b)	235		455,039
Sino Land Co.	162,561		338,450
Sponda OYJ	13,300		192,489
Sumitomo Realty & Development	12,000		390,797
Sun Hung Kai Properties Ltd.	29,700		357,370
			5,321,720
THRIFTS & MORTGAGE FINANCE–0.8%
Astoria Financial Corp.	2,300		57,592
Countrywide Financial Corp.	7,000		254,450
Federal Home Loan Mortgage Corp.	3,675		223,073
Federal National Mortgage Association	6,800		444,244
MGIC Investment Corp.	2,700		153,522
Washington Mutual, Inc.	7,000		298,480
			1,431,361
			42,304,332

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–7.5%
COMMUNICATIONS EQUIPMENT–1.3%
Cisco Systems, Inc.(a)	47,050	$	1,310,343
Nokia OYJ	13,384		375,893
Qualcomm, Inc.	12,600		546,714
			2,232,950
COMPUTERS & PERIPHERALS–2.6%
Apple, Inc.(a)	16,800		2,050,272
Compal Electronics, Inc.	56,000		60,436
Fujitsu, Ltd.	20,000		147,325
Hewlett-Packard Co.	24,400		1,088,728
International Business Machines Corp.	1,925		202,606
Lexmark International, Inc.– Class A(a)	2,300		113,413
Network Appliance, Inc.(a)	14,900		435,080
Sun Microsystems, Inc.(a)	32,700		172,002
Toshiba Corp.	26,000		226,533
			4,496,395
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.3%
Arrow Electronics, Inc.(a)	950		36,508
AU Optronics Corp.	85,000		145,204
Avnet, Inc.(a)	2,500		99,100
Flextronics International Ltd.(a)	1,300		14,040
HON HAI Precision Industry Co. Ltd.	6,000		51,825
Sanmina-SCI Corp.(a)	9,400		29,422
Solectron Corp.(a)	29,600		108,928
Tech Data Corp.(a)	1,400		53,844
			538,871
INTERNET SOFTWARE & SERVICES–1.4%
Akamai Technologies, Inc.(a)	4,550		221,312
eBay, Inc.(a)	5,800		186,644
Google, Inc.–Class A(a)	4,000		2,093,520
			2,501,476
IT SERVICES–0.2%
Cap Gemini SA	2,224		162,594
Electronic Data Systems Corp.	3,200		88,736
Infosys Technologies, Ltd.	1,433		67,819
			319,149
OFFICE ELECTRONICS–0.2%
Canon, Inc.	7,250		425,162
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.9%
Broadcom Corp.–Class A(a)	19,300		564,525
Hynix Semiconductor, Inc.(a)	4,500		161,900
Nvidia Corp.(a)	7,000		289,170
Samsung Electronics Co., Ltd.	140		85,589
Siliconware Precision Industries Co.	36,000		76,834

Company	Shares	U.S. $ Value
Texas Instruments, Inc.	5,400	$	203,202
United Microelectronics Corp.	343,114		205,170
			1,586,390
SOFTWARE���0.6%
Adobe Systems, Inc.(a)	10,100		405,515
Microsoft Corp.	18,500		545,195
Oracle Corp.(a)	2,700		53,217
			1,003,927
			13,104,320
CONSUMER DISCRETIONARY–6.0%
AUTO COMPONENTS–0.6%
Autoliv, Inc.	2,300		130,801
BorgWarner, Inc.	1,375		118,305
Compagnie Generale des Etablissements Michelin– Class B	2,200		307,437
Denso Corp.	3,500		136,887
Hyundai Mobis	1,710		162,232
Johnson Controls, Inc.	1,100		127,347
			983,009
AUTOMOBILES–0.8%
Fiat SpA	13,474		400,217
General Motors Corp.	2,400		90,720
Nissan Motor Co., Ltd.	19,600		209,835
Renault SA	3,300		529,284
Suzuki Motor Corp.	1,400		39,757
Toyota Motor Corp.	2,200		138,746
			1,408,559
HOTELS RESTAURANTS & LEISURE–1.2%
Accor SA	2,581		228,163
Hilton Hotels Corp.	13,900		465,233
Las Vegas Sands Corp.(a)	700		53,473
McDonald’s Corp.	11,800		598,968
MGM Mirage(a)	600		49,488
Starwood Hotels & Resorts Worldwide, Inc.	9,975		669,023
			2,064,348
HOUSEHOLD DURABLES–0.4%
Black & Decker Corp.	1,400		123,634
Centex Corp.	1,700		68,170
KB Home	2,800		110,236
Newell Rubbermaid, Inc.	1,900		55,917
Pulte Homes, Inc.	3,200		71,840
Sharp Corp.	11,000		208,532
			638,329
LEISURE EQUIPMENT & PRODUCTS–0.0%
Mattel, Inc.	3,900		98,631
MEDIA–1.4%
CBS Corp.–Class B	7,800		259,896
Citadel Broadcasting Corp.	138		890
Comcast Corp.–Class A(a)	4,950		139,194

5

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENT
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Comcast Corp.-Special– Class A(a)	42,350	$	1,184,106
Gannett Co., Inc.	2,000		109,900
Grupo Televisa SA (ADR)	4,000		110,440
Interpublic Group of Cos., Inc.(a)	5,500		62,700
Pearson PLC	6,521		109,848
Time Warner, Inc.	13,600		286,144
Viacom, Inc.–Class B(a)	3,800		158,194
			2,421,312
MULTILINE RETAIL–1.0%
Dollar Tree Stores, Inc.(a)	900		39,195
Family Dollar Stores, Inc.	4,800		164,736
Kohl’s Corp.(a)	9,725		690,767
Macy’s, Inc.	6,000		238,680
Saks, Inc.	3,400		72,590
Target Corp.	7,800		496,080
			1,702,048
SPECIALTY RETAIL–0.5%
Esprit Holdings Ltd.	14,500		184,229
The Gap, Inc.	8,400		160,440
Home Depot, Inc.	1,800		70,830
Inditex SA	3,421		201,357
Ltd. Brands, Inc.	3,650		100,193
Office Depot, Inc.(a)	3,300		99,990
			817,039
TEXTILES APPAREL & LUXURY GOODS–0.1%
Jones Apparel Group, Inc.	3,300		93,225
VF Corp.	2,000		183,160
			276,385
			10,409,660
HEALTH CARE–5.6%
BIOTECHNOLOGY–1.1%
Celgene Corp.(a)	7,100		407,043
Genentech, Inc.(a)	9,150		692,289
Gilead Sciences, Inc.(a)	21,700		841,309
			1,940,641
HEALTH CARE EQUIPMENT & SUPPLIES–0.8%
Alcon, Inc.	6,525		880,288
Essilor International SA	1,748		208,197
Nobel Biocare Holding AG	630		205,652
			1,294,137
HEALTH CARE PROVIDERS & SERVICES–1.2%
AmerisourceBergen Corp.–Class A	1,700		84,099
Cardinal Health, Inc.	800		56,512
McKesson Corp.	800		47,712
Medco Health Solutions, Inc.(a)	4,300		335,357
Tenet Healthcare Corp.(a)	10,600		69,006

Company	Shares	U.S. $ Value
WellPoint, Inc.(a)	18,400	$	1,468,872
			2,061,558
PHARMACEUTICALS–2.5%
Abbott Laboratories	14,300		765,765
AstraZeneca PLC	3,000		160,773
Eli Lilly & Co.	1,500		83,820
GlaxoSmithKline PLC	5,400		140,670
Johnson & Johnson	2,500		154,050
Merck & Co., Inc.	13,200		657,360
Merck KGaA	1,608		220,006
Pfizer, Inc.	38,500		984,445
Roche Holding AG	1,663		294,661
Sanofi-Aventis	2,600		210,047
Schering-Plough Corp.	6,000		182,640
Teva Pharmaceutical Industries, Ltd. (ADR)	7,200		297,000
Wyeth	4,200		240,828
			4,392,065
			9,688,401
INDUSTRIALS–5.0%
AEROSPACE & DEFENSE–1.8%
BAE Systems PLC	16,900		136,374
Boeing Co.	15,050		1,447,208
Honeywell International, Inc.	9,700		545,916
Lockheed Martin Corp.	1,000		94,130
Northrop Grumman Corp.	2,350		182,995
Spirit Aerosystems Holdings, Inc.–Class A(a)	13,600		490,280
United Technologies Corp.	2,300		163,139
			3,060,042
AIRLINES–0.2%
Air France-KLM	3,200		148,895
Deutsche Lufthansa AG	4,600		128,304
			277,199
BUILDING PRODUCTS–0.0%
Cie de Saint-Gobain	631		70,686
COMMERCIAL SERVICES & SUPPLIES–0.2%
Capita Group PLC	10,626		154,256
Pitney Bowes, Inc.	3,800		177,916
			332,172
CONSTRUCTION & ENGINEERING–0.4%
Fluor Corp.	3,300		367,521
Vinci SA	4,812		359,154
			726,675
ELECTRICAL EQUIPMENT–0.4%
ABB Ltd.	16,742		377,495
Emerson Electric Co.	3,800		177,840
Renewable Energy Corp. AS(a)	2,206		85,435
			640,770

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–0.8%
General Electric Co.	30,100	$	1,152,228
Tyco International, Ltd.	5,000		168,950
			1,321,178
MACHINERY–0.8%
Atlas Copco AB(b)	11,587		192,996
Cummins, Inc.	1,400		141,694
Deere & Co.	2,000		241,480
Eaton Corp.	2,400		223,200
NGK Insulators Ltd.	13,000		319,268
PACCAR, Inc.	2,400		208,896
SPX Corp.	1,425		125,129
Sumitomo Heavy Industries Ltd.	800		9,044
			1,461,707
MARINE–0.2%
Mitsui OSK Lines Ltd.	16,000		216,943
Nippon Yusen KK(b)	16,000		146,742
			363,685
TRADING COMPANIES & DISTRIBUTORS–0.2%
Mitsui & Co. Ltd.	22,000		439,054
			8,693,168
ENERGY–4.4%
ENERGY EQUIPMENT & SERVICES–1.0%
Baker Hughes, Inc.	6,250		525,812
Halliburton Co.	7,250		250,125
Schlumberger, Ltd.	9,200		781,448
Technip SA	1,043		86,207
			1,643,592
OIL, GAS & CONSUMABLE FUELS–3.4%
BP PLC	7,100		85,430
Chevron Corp.	11,400		960,336
China Petroleum & Chemical Corp.–Class H	160,000		178,506
China Shenhua Energy Co. Ltd.–Class H	55,000		191,915
ConocoPhillips	6,600		518,100
ENI SpA	9,900		358,949
Exxon Mobil Corp.	21,900		1,836,972
Marathon Oil Corp.	5,600		335,776
Occidental Petroleum Corp.	800		46,304
Petro-Canada	300		15,947
Petroleo Brasileiro SA (NY) (ADR)	3,200		341,376
Repsol YPF SA	4,300		170,231
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	6,244		254,199
Total SA	8,467		686,489
			5,980,530
			7,624,122

Company	Shares	U.S. $ Value
MATERIALS–3.6%
CHEMICALS–1.9%
Air Products & Chemicals, Inc.	3,800	$	305,406
Ashland, Inc.	2,000		127,900
BASF AG	2,700		353,207
Bayer AG	4,874		367,141
Dow Chemical Co.	6,500		287,430
E.I. Du Pont de Nemours & Co.	5,200		264,368
International Flavors & Fragrances, Inc.	1,550		80,817
Lubrizol Corp.	1,525		98,439
Mitsubishi Chemical Holdings Corp.	25,500		234,087
Mitsui Chemicals, Inc.(b)	12,400		94,180
Monsanto Co.	11,600		783,464
Nitto Denko Corp.	5,600		282,259
PPG Industries, Inc.	800		60,888
			3,339,586
CONSTRUCTION MATERIALS–0.0%
Buzzi Unicem SpA	3,000		103,297
CONTAINERS & PACKAGING–0.4%
Bemis, Inc.	2,700		89,586
Crown Holdings, Inc.(a)	4,600		114,862
Owens-Illinois, Inc.(a)	3,300		115,500
Smurfit-Stone Container Corp.(a)	7,000		93,170
Sonoco Products Co.	2,200		94,182
Temple-Inland, Inc.	3,100		190,743
			698,043
METALS & MINING–1.3%
Antofagasta PLC	11,100		136,041
Arcelor Mittal (Euronext Amsterdam)	4,168		260,303
Cia Vale do Rio Doce (ADR)	6,000		267,300
JFE Holdings, Inc.	5,700		354,290
Kazakhmys PLC	2,800		70,494
MMC Norilsk Nickel (ADR)	484		101,156
POSCO	300		144,025
Rio Tinto PLC	3,162		241,905
Xstrata PLC	10,992		654,387
			2,229,901
			6,370,827
CONSUMER STAPLES–3.3%
BEVERAGES–0.5%
Cia de Bebidas das Americas (ADR)	1,000		70,000
The Coca-Cola Co.	2,000		104,620
Coca-Cola Enterprises, Inc.	8,300		199,200
Molson Coors Brewing Co.–Class B	1,900		175,674
PepsiCo, Inc.	5,950		385,858
			935,352

7

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

Company	Shares	U.S. $ Value
FOOD & STAPLES RETAILING–0.4%
Koninklijke Ahold NV(a)	16,700	$	209,466
The Kroger Co.	3,700		104,081
Safeway, Inc.	5,600		190,568
Tesco PLC	12,479		104,408
Wal-Mart Stores, Inc.	1,400		67,354
			675,877
FOOD PRODUCTS–0.9%
ConAgra Foods, Inc.	4,100		110,126
General Mills, Inc.	2,425		141,668
Kellogg Co.	3,100		160,549
Kraft Foods, Inc.–Class A	11,500		405,375
Nestle SA	1,132		430,130
Sara Lee Corp.	10,500		182,700
WM Wrigley Jr Co.	2,750		152,103
			1,582,651
HOUSEHOLD PRODUCTS–1.1%
Colgate-Palmolive Co.	3,200		207,520
Kimberly-Clark Corp.	2,025		135,452
Procter & Gamble Co.	21,550		1,318,644
Reckitt Benckiser PLC	3,767		206,227
			1,867,843
PERSONAL PRODUCTS–0.1%
L'Oreal SA	1,461		172,691
TOBACCO–0.3%
Altria Group, Inc.	7,100		497,994
UST, Inc.	1,500		80,565
			578,559
			5,812,973
TELECOMMUNICATION SERVICES–2.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.3%
AT&T, Inc.	22,100		917,150
China Netcom Group Corp. Ltd.	59,000		162,870
Embarq Corp.	370		23,447
Nippon Telegraph & Telephone Corp.(b)	31		137,185
Telefonica SA	6,138		136,596
Telekomunikasi Indonesia Tbk PT	61,000		66,172
TeliaSonera AB(b)	14,173		103,975
Verizon Communications, Inc.	16,400		675,188
			2,222,583
WIRELESS TELECOMMUNICATION SERVICES–0.9%
America Movil SAB de CV Series L (ADR)	11,250		696,712
American Tower Corp.– Class A(a)	1,100		46,200

Company	Shares		U.S. $ Value
Sprint Nextel Corp.		16,200	$	335,502
Vodafone Group PLC		152,455		510,848
				1,589,262
				3,811,845
UTILITIES–1.0%
ELECTRIC UTILITIES–0.5%
Allegheny Energy, Inc.(a)		1,800		93,132
American Electric Power Co., Inc.		5,300		238,712
E.ON AG		2,500		417,407
Entergy Corp.		900		96,615
Pinnacle West Capital Corp.		1,800		71,730
				917,596
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
Constellation Energy Group, Inc.		2,200		191,774
International Power PLC		17,777		152,805
				344,579
MULTI-UTILITIES–0.3%
Ameren Corp.		4,100		200,941
RWE AG		1,960		207,917
Wisconsin Energy Corp.		2,350		103,941
				512,799
				1,774,974
CONSTRUCTION & HOUSING–0.1%
BUILDING MATERIALS–0.1%
CRH PLC		4,204		206,988
CAPITAL EQUIPMENT–0.0%
AEROSPACE & DEFENSE–0.0%
European Aeronautic Defence & Space Co., NV		630		20,446
Total Common Stocks (cost $93,662,971)				109,822,056
	Principal Amount (000)
MORTGAGE PASS-THRU'S–13.6%
FIXED RATE 30-YEAR–11.0%
Federal Gold Loan Mortgage Corp.
6.00%, TBA	$	2,685		2,657,312
Series 2007 7.00%, 2/01/37		756		775,597
Federal National Mortgage Association
4.50%, TBA		1,220		1,109,056
6.00%, TBA		795		785,808
6.50%, TBA		3,150		3,179,531

8

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series 2004
5.50%, 11/01/34	$	487	$	471,578
Series 2005
5.50%, 7/01/35		268		259,236
Series 2006
5.00%, 2/01/36		965		906,577
5.50%, 1/01/36-11/01/36		6,442		6,228,629
6.50%, 8/01/36-12/01/36		1,316		1,328,388
Series 2007
5.00%, 5/01/37		485		454,516
5.50%, 5/01/36		983		950,435
				19,106,663
AGENCY ARMS–1.1%
Federal Home Loan Mortgage Corp.
Series 2006
5.831%, 12/01/36(c)		1,229		1,228,772
Federal National Mortgage Association
Series 2005
4.182%, 9/01/35(c)		130		130,956
Series 2006
5.481%, 5/01/36(c)		66		65,856
5.802%, 3/01/36(c)		156		156,877
5.862%, 11/01/36(c)		119		120,229
5.927%, 6/01/36(c)		115		115,806
Series 2007
5.776%, 1/01/37(c)		169		169,231
				1,987,727
FIXED RATE 15-YEAR–0.8%
Federal National Mortgage Association
5.00%, TBA		160		154,600
Series 2005
5.00%, 4/01/19-10/01/20		708		685,599
Series 2006
5.00%, 3/01/20-12/01/21		475		459,218
Series 2007
5.00%, 2/01/22		158		152,549
				1,451,966
NON-AGENCY ARMS–0.7%
Banc of America Funding Corp.
Series 2007-C, Class 1A3
5.763%, 5/20/36(c)		251		247,987
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1
5.405%, 2/25/36(d)		215		213,384
Series 2006-3, Class 22A1
6.219%, 5/25/36(d)		68		68,201
Series 2007-1, Class 21A1
5.74%, 1/25/47(d)		71		70,907
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
5.107%, 5/25/35(d)		137		134,708

Company	Principal Amount (000)		U.S. $ Value
Series 2006-AR1, Class 3A1
5.50%, 3/25/36(c)	$	153	$	153,484
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.237%, 5/25/36(d)		91		91,462
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.235%, 8/25/35(d)		144		141,263
				1,121,396
Total Mortgage Pass-Thru’s (cost $23,954,128)				23,667,752
U.S. TREASURIES–5.8%
U.S. Treasury Bonds
4.50%, 2/15/36		2,490		2,254,618
8.75%, 5/15/17		2,885		3,696,406
U.S. Treasury Notes
4.875%, 5/31/08-5/31/11		4,100		4,094,871
Total U.S. Treasuries (cost $10,138,558)				10,045,895
COMMERCIAL MORTGAGE-BACKED SECURITIES–4.1%
NON-AGENCY FIXED RATE CMBS–4.1%
Banc of America Commercial Mortgage, Inc.
Series 2001-PB1, Class A2
5.787%, 5/11/35		169		169,420
Series 2004-4, Class A3
4.128%, 7/10/42		200		194,399
Series 2004-6, Class A2
4.161%, 12/10/42		140		135,783
Series 2005-6, Class A4
5.353%, 9/10/47(d)		315		302,808
Series 2006-5, Class A4
5.414%, 9/10/47		205		198,526
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.529%, 4/15/40(d)		110		108,146
Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36		45		44,195
Series 2004-C1, Class A4
4.75%, 1/15/37		70		66,226
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3
5.827%, 6/15/38(d)		190		190,347
Series 2006-C4, Class A3
5.467%, 9/15/39		235		228,103

9

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

Company	Principal Amount (000)		U.S. $ Value
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45	$	360	$	352,560
GS Mortgage Securities Corp. II
Series 2001-ROCK, Class C
6.878%, 5/03/18(e)		605		631,820
Series 2004-GG2, Class A6
5.396%, 8/10/38(d)		80		78,256
Series 2007-GG10, Class A2
5.778%, 8/10/45		490		491,666
JPMorgan Chase Commercial Mortgage Securities Corp.
Series 2004-C1, Class A2
4.302%, 1/15/38		60		57,208
Series 2005-LDP3, Class A2
4.851%, 8/15/42		100		97,719
Series 2005-LDP4, Class A2
4.79%, 10/15/42		210		204,952
Series 2005-LDP5, Class A2
5.198%, 12/15/44		60		59,104
Series 2006-CB14, Class A4
5.481%, 12/12/44		50		48,775
Series 2006-CB15, Class A4
5.814%, 6/12/43		110		109,270
Series 2006-CB16, Class A4
5.552%, 5/12/45		200		195,408
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32		150		138,646
Series 2004-C4, Class A4
5.132%, 6/15/29(d)		40		39,346
Series 2004-C8, Class A2
4.201%, 12/15/29		125		121,198
Series 2005-C1, Class A4
4.742%, 2/15/30		120		112,313
Series 2005-C7, Class A4
5.197%, 11/15/30		50		47,950
Series 2006-C3, Class A4
5.661%, 3/15/39(d)		285		281,370
Series 2006-C4, Class A4
5.899%, 6/15/38(d)		275		276,925
Series 2006-C6, Class A4
5.372%, 9/15/39		225		218,203
Merrill Lynch Mortgage Trust
Series 2005-CKI1, Class A6
5.417%, 11/12/37(d)		40		38,616
Series 2005-MKB2, Class A2
4.806%, 9/12/42		320		314,092
Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2, Class A4
6.105%, 6/12/46(d)		110		110,822
Series 2006-3, Class A4
5.414%, 7/12/46(d)		280		270,863
Series 2007-6, Class A4
5.485%, 3/12/51(d)		260		251,581

Company	Principal Amount (000)		U.S. $ Value
Morgan Stanley Capital I
Series 2004-HQ4, Class A5
4.59%, 4/14/40	$	190	$	182,320
Wachovia Bank Commercial Mortgage Trust
Series 2007-C30, Class A3
5.246%, 12/15/43		345		338,248
Series 2007-C32, Class A2
5.74%, 6/15/49(d)		400		401,180
				7,108,364
NON-AGENCY ADJUSTABLE RATE CMBS–0.0%
GS Mortgage Securities Corp. II
Series 2007-EOP, Class E
5.76%, 3/06/20(c)(e)		75		75,002
Total Commercial Mortgage-Backed Securities (cost $7,271,046)				7,183,366
CORPORATES– INVESTMENT GRADES–3.0%
INDUSTRIAL–1.8%
BASIC–0.1%
The Dow Chemical Co.
7.375%, 11/01/29		10		10,824
International Paper Co.
5.30%, 4/01/15		55		51,938
International Steel Group, Inc.
6.50%, 4/15/14		60		61,183
Lubrizol Corp.
4.625%, 10/01/09		20		19,608
Westvaco Corp.
8.20%, 1/15/30		15		15,870
Weyerhaeuser Co.
5.95%, 11/01/08		35		35,257
				194,680
CAPITAL GOODS–0.1%
Boeing Capital Corp.
4.75%, 8/25/08		35		34,760
Textron Financial Corp.
4.125%, 3/03/08		80		79,351
Tyco International Group, SA
6.00%, 11/15/13		85		87,281
Waste Management, Inc.
6.875%, 5/15/09		40		40,909
				242,301
COMMUNICATIONS– MEDIA–0.3%
British Sky Broadcasting PLC
8.20%, 7/15/09		20		20,975
Comcast Cable Communications Holdings, Inc.
9.455%, 11/15/22		55		69,803
Comcast Cable Communications LLC
6.875%, 6/15/09		50		51,194

10

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Comcast Cable Communications, Inc.
6.20%, 11/15/08	$	40	$	40,317
Comcast Corp.
5.30%, 1/15/14		40		38,557
5.50%, 3/15/11		50		49,749
Cox Enterprises, Inc.
4.375%, 5/01/08(e)		40		39,599
News America, Inc.
6.55%, 3/15/33		45		43,888
RR Donnelley & Sons Co.
4.95%, 4/01/14		25		22,839
Time Warner Entertainment Co.
8.375%, 3/15/23		130		149,232
WPP Finance Corp.
5.875%, 6/15/14		25		24,799
				550,952
COMMUNICATIONS– TELECOMMUNI- CATIONS–0.6%
AT&T Corp.
7.30%, 11/15/11		40		42,579
8.00%, 11/15/31		15		17,829
British Telecommunications PLC
8.625%, 12/15/10		100		109,277
Embarq Corp.
6.738%, 6/01/13		5		5,095
7.082%, 6/01/16		240		241,344
New Cingular Wireless Services, Inc.
7.875%, 3/01/11		95		102,142
8.75%, 3/01/31		50		62,331
Qwest Corp.
8.875%, 3/15/12		10		10,775
Sprint Capital Corp.
8.375%, 3/15/12		120		130,727
Telecom Italia Capital SA
4.00%, 1/15/10		120		115,359
6.00%, 9/30/34		65		58,560
Verizon Communications, Inc.
4.90%, 9/15/15		35		32,761
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12		45		45,167
Vodafone Group PLC
5.50%, 6/15/11		60		59,517
				1,033,463
CONSUMER CYCLICAL– AUTOMOTIVE–0.0%
DaimlerChrysler North America
4.875%, 6/15/10		25		24,524
CONSUMER CYCLICAL–OTHER–0.1%
Centex Corp.
5.45%, 8/15/12		34		32,441

Company	Principal Amount (000)		U.S. $ Value
Starwood Hotels & Resorts Worldwide, Inc.
7.375%, 11/15/15	$	81	$	80,146
7.875%, 5/01/12		84		87,473
Toll Brothers Finance Corp.
6.875%, 11/15/12		40		40,770
				240,830
CONSUMER NON-CYCLICAL–0.3%
Altria Group, Inc.
7.75%, 1/15/27		85		99,408
Cadbury Schweppes US Finance LLC
5.125%, 10/01/13(e)		135		129,691
ConAgra Foods, Inc.
7.875%, 9/15/10		19		20,268
Kraft Foods, Inc.
4.125%, 11/12/09		115		111,407
The Kroger Co.
7.80%, 8/15/07		45		45,113
Safeway, Inc.
4.125%, 11/01/08		18		17,721
4.80%, 7/16/07		20		19,989
6.50%, 3/01/11		15		15,382
Wyeth
5.50%, 2/01/14		40		39,423
				498,402
ENERGY–0.1%
Amerada Hess Corp.
7.875%, 10/01/29		55		61,995
Valero Energy Corp.
6.875%, 4/15/12		45		47,125
				109,120
TECHNOLOGY–0.2%
Electronic Data Systems Corp.
Series B
6.50%, 8/01/13		145		143,311
IBM Corp.
4.375%, 6/01/09		20		19,686
Motorola, Inc.
6.50%, 9/01/25		70		66,958
7.50%, 5/15/25		15		15,783
7.625%, 11/15/10		5		5,270
				251,008
				3,145,280
FINANCIAL INSTITUTIONS–0.8%
BANKING–0.2%
Bank of America Corp.
4.50%, 8/01/10		100		97,655
Citigroup, Inc.
4.625%, 8/03/10		75		73,414
5.50%, 6/09/09(c)		20		20,045
JPMorgan Chase & Co.
6.75%, 2/01/11		80		83,116

11

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

Company	Principal Amount (000)		U.S. $ Value
Wells Fargo & Co.
4.20%, 1/15/10	$	35	$	34,114
Zions Bancorporation
5.50%, 11/16/15		35		33,639
				341,983
BROKERAGE–0.1%
Goldman Sachs Group, Inc.
4.75%, 7/15/13		35		33,128
Merrill Lynch & Co., Inc.
4.79%, 8/04/10		105		102,892
				136,020
FINANCE–0.4%
Countrywide Home Loans, Inc.
4.00%, 3/22/11		65		60,927
4.25%, 12/19/07		55		54,675
General Electric Capital Corp.
4.375%, 11/21/11		25		23,903
6.75%, 3/15/32		135		146,471
HSBC Finance Inc.
6.50%, 11/15/08		80		81,123
7.00%, 5/15/12		40		42,115
iStar Financial, Inc.
5.15%, 3/01/12		20		19,246
SLM Corp.
4.50%, 7/26/10		55		50,854
5.375%, 1/15/13		165		145,711
				625,025
INSURANCE–0.1%
Assurant, Inc.
5.625%, 2/15/14		35		34,253
Berkshire Hathaway Finance Corp.
4.20%, 12/15/10		50		48,212
Liberty Mutual Group, Inc.
5.75%, 3/15/14(e)		35		33,860
WellPoint, Inc.
3.50%, 9/01/07		65		64,789
3.75%, 12/14/07		16		15,875
4.25%, 12/15/09		80		77,493
				274,482
REITS–0.0%
Simon Property Group LP
6.375%, 11/15/07		30		30,084
				1,407,594
UTILITY–0.4%
ELECTRIC–0.4%
Carolina Power & Light Co.
6.50%, 7/15/12		65		67,388
Consumers Energy Co.
Series C
4.25%, 4/15/08		25		24,747
Exelon Corp.
6.75%, 5/01/11		25		25,779

Company	Principal Amount (000)		U.S. $ Value
FirstEnergy Corp.
Series B
6.45%, 11/15/11	$	65	$	66,652
Series C
7.375%, 11/15/31		85		92,017
MidAmerican Energy Holdings Co.
5.875%, 10/01/12		30		30,259
Nisource Finance Corp.
7.875%, 11/15/10		40		42,591
Pacific Gas & Electric Co.
4.80%, 3/01/14		65		61,431
Progress Energy, Inc.
7.10%, 3/01/11		19		19,909
Public Service Company of Colorado
7.875%, 10/01/12		30		32,915
SPI Electricity & Gas Australia Holdings Pty Ltd.
6.15%, 11/15/13(e)		238		240,657
				704,345
NATURAL GAS–0.0%
Duke Energy Field Services Corp.
7.875%, 8/16/10		15		15,930
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14		25		24,303
				40,233
				744,578
Total Corporates–Investment Grades (cost $5,403,705)				5,297,452
GOVERNMENT–RELATED –AGENCIES–2.9%
Japan Finance Corp. for Municipal Enterprises
1.55%, 2/21/12(b)		JPY  253,000		2,072,093
2.00%, 5/09/16(b)		60,000		492,096
Kreditanstalt fuer Wiederaufbau
1.75%, 3/23/10(b)		114,000		939,560
Series INTL
1.85%, 9/20/10(b)		183,000		1,513,052
Total Government-Related–Agencies (cost $5,211,578)				5,016,801
GOVERNMENT-RELATED–NON-U.S. ISSUERS–1.4%
SOVEREIGNS–1.4%
Russian Federation
7.5%, 3/31/30(b)(e)(f)		1,104		1,212,134

12

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
United Mexican States
5.625%, 1/15/17(b)	$	928	$	908,512
7.50%, 1/14/12(b)		285		305,377
Total Government-Related–Non-U.S. Issuers (cost $2,433,851)				2,426,023
ASSET-BACKED SECURITIES–1.4%
HOME EQUITY LOANS–FLOATING RATE–0.9%
Bear Stearns Asset Backed Securities, Inc.
Series 2005–SD1, Class 1A1
5.47%, 4/25/22(c)		8		8,256
Series 2007–HE3, Class M1
5.77%, 4/25/37(c)		100		100,406
Credit-Based Asset Servicing & Securities, Inc.
Series 2005–CB7, Class AF2
5.147%, 11/25/35(f)		170		168,966
Home Equity Asset Trust
Series 2007–3, Class M1
5.67%, 8/25/37(c)		275		275,352
HSI Asset Securitization Corp. Trust
Series 2006–OPT2, Class 2A1
5.40%, 1/25/36(c)		43		42,587
Indymac Residential Asset Backed Trust
Series 2006–D, Class 2A2
5.43%, 11/25/36(c)		295		294,631
IXIS Real Estate Capital Trust
Series 2006–HE3, Class A2
5.42%, 1/25/37(c)		195		194,909
Lehman XS Trust
Series 2007–4N, Class M1
5.77%, 3/25/47(c)		265		264,995
RAAC Series
Series 2006–SP3, Class A1
5.40%, 8/25/36(c)		54		54,230
Residential Asset Securities Corp.
Series 2003–KS3, Class A2
5.92%, 5/25/33(c)		3		2,851
Specialty Underwriting & Residential Finance
Series 2006–BC1, Class A2A
5.40%, 12/25/36(c)		29		28,538
Structured Asset Investment Loan Trust
Series 2006–1, Class A1
5.40%, 1/25/36(c)		63		63,215
				1,498,936

Company	Principal Amount (000)		U.S. $ Value
HOME EQUITY LOANS–FIXED RATE–0.3%
Countrywide Asset-Backed Certificates
Series 2007–S1, Class A3
5.81%, 11/25/36(d)	$	275	$	269,671
Credit-Based Asset Servicing & Securities, Inc.
Series 2003–CB1, Class AF
3.45%, 1/25/33(f)		35		33,956
Home Equity Mortgage Trust
Series 2005–4, Class A3
4.742%, 1/25/36(f)		80		79,535
Series 2006–1, Class A2
5.30%, 5/25/36(f)		30		29,302
Residential Funding Mortgage Securities II, Inc.
Series 2005–HI2, Class A3
4.46%, 5/25/35		126		124,861
				537,325
CREDIT CARDS–FIXED RATE–0.1%
MBNA Credit Card Master Note Trust
Series 2003–A6, Class A6
2.75%, 10/15/10		85		83,142
Providian Gateway Master Trust
Series 2004–DA, Class A
3.35%, 9/15/11(e)		120		119,531
				202,673
AUTOS–FIXED RATE–0.1%
Capital Auto Receivables Asset Trust
Series 2005–SN1A, Class A3A
4.10%, 6/15/08		95		94,808
Capital One Prime Auto Receivables Trust
Series 2005–1, Class A3
4.32%, 8/15/09		79		78,281
				173,089
Total Asset-Backed Securities (cost $2,408,406)				2,412,023
EMERGING MARKETS–NON-INVESTMENT GRADES–0.8%
NON CORPORATE SECTORS–0.8%
SOVEREIGN–0.8%
Republic of Brazil
8.25%, 1/20/34(b)		725		890,300
Republic of Panama
9.375%, 4/01/29(b)		200		265,000

13

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

Company	Principal Amount (000)		U.S. $ Value
Republic of Peru
7.35%, 7/21/25(b)	$	215	$	239,725
Total Emerging Markets–Non-Investment Grades (cost $1,342,000)				1,395,025
GOVERNMENT-RELATED–SUPRANATIONALS–0.5%
European Investment Bank
1.25%, 9/20/12(b) (cost $853,218)	JPY	106,600		852,649
MORTGAGE CMO’S–0.5%
NON-AGENCY FIXED RATE–0.3%
Merrill Lynch Mortgage Investors, Inc.
Series 2005-A8, Class A1C1
5.25%, 8/25/36(d)	$	119		116,357
Residential Accredit Loans, Inc.
Series 2007-QS1, Class 1A1
6.00%, 1/25/37		162		162,471
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11, Class A4
5.519%, 8/25/36(d)		222		220,728
				499,556
NON-AGENCY ADJUSTABLE RATE–0.2%
Countrywide Alternative Loan Trust
Series 2005-62, Class 2A1
6.029%, 12/25/35(c)		68		67,799
Series 2006-OA14, Class 3A1
5.877%, 11/25/46(c)		199		198,428
Series 2007-OA3, Class M1
5.63%, 4/25/47(c)		75		74,490
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.54%, 1/25/45(c)		4		3,754
				344,471
Total Mortgage CMO’s (cost $845,987)				844,027
CORPORATES–NON-INVESTMENT GRADES–0.4%
INDUSTRIAL–0.3%
BASIC–0.1%
Ineos Group Holdings PLC
8.50%, 2/15/16(e)		75		73,313
Packaging Corp. of America
5.75%, 8/01/13		30		29,051
				102,364

Company	Principal Amount (000)		U.S. $ Value
COMMUNICATIONS– MEDIA–0.1%
Cablevision Systems Corp.
Series B
8.00%, 4/15/12	$	45	$	44,437
Clear Channel Communications, Inc.
5.50%, 9/15/14		85		72,638
DirecTV Holdings LLC
6.375%, 6/15/15		40		37,600
				154,675
COMMUNICATIONS– TELECOMMUNI- CATIONS–0.0%
Qwest Communications International, Inc.
7.50%, 2/15/14		25		25,312
Series B
7.50%, 2/15/14		15		15,188
				40,500
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Ford Motor Credit Co.
7.375%, 10/28/09		160		158,825
CONSUMER CYCLICAL–OTHER–0.0%
MGM Mirage
8.375%, 2/01/11		40		40,900
TRANSPORTATION– SERVICES–0.0%
Hertz Corp.
8.875%, 1/01/14		35		36,487
				533,751
UTILITY–0.1%
ELECTRIC–0.0%
NRG Energy, Inc.
7.25%, 2/01/14		5		5,012
7.375%, 2/01/16		35		35,088
				40,100
NATURAL GAS–0.1%
Williams Cos, Inc.
7.875%, 9/01/21		40		43,000
				83,100
Total Corporates– Non-Investment Grades (cost $634,184)				616,851
GOVERNMENT- RELATED– SOVEREIGNS–0.3%
Government of Sweden
Series 1043
5.00%, 1/28/09(b) (cost $507,650)		SEK 3,610		533,963

14

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED–U.S. AGENCIES–0.1%
AGENCY DEBENTURES–0.1%
Federal National Mortgage Association
Series 2005
3.875%, 2/15/10 (cost $196,388)	$	200	$	193,721
	Shares
NON-CONVERTIBLE– PREFERRED STOCKS–0.0%
INFORMATION TECHNOLOGY–0.0%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.0%
Samsung Electronics Co., Ltd. (cost $47,684)		100		46,733

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–6.7%
AGENCY DISCOUNT NOTES–4.6%
Federal Home Loan Mortgage Corp.
Zero Coupon, 7/09/07	$	3,995	$	3,991,037
Federal National Mortgage Association
Zero Coupon, 7/27/07		3,990		3,975,867
				7,966,904
TIME DEPOSIT–2.1%
The Bank of New York
4.25%, 7/02/07		3,702		3,702,000
Total Short-Term Investments (cost $11,668,907)				11,668,904
TOTAL INVESTMENTS–104.5%
(cost $166,580,261)				182,023,241
Other assets less liabilities–(4.5)%				(7,765,727	)
NET ASSETS–100.0%			$	174,257,514

FINANCIAL FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month	Original Value		Value at June 30, 2007		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index		5	September 2007	$	299,816	$	305,542	$	5,726

15

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2007		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Mexican Nuevo Peso settling 7/10/07	11,881	$	1,088,439	$	1,099,305	$	10,866
Sale Contracts:
Japanese Yen settling 7/06/07	274,634		2,239,424		2,231,430		7,994
Japanese Yen settling 7/06/07	457,876		3,777,859		3,720,295		57,564
Mexican Nuevo Peso settling 7/10/07	12,790		1,188,076		1,183,426		4,650
Swedish Krona settling 7/30/07	4,230		620,812		619,312		1,500

(a) Non-income producing security.

(b) Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $11,628,446.

(c) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(d) Variable rate coupon, rate shown as of June 30, 2007.

(e) 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, 2007, the aggregate market value of these securities amounted to $2,555,607 or 1.5% of net assets.

(f) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2007.

Currency Abbreviations:

JPY—Japanese Yen

SEK—Swedish Krona

Glossary:

ADR—American Depositary Receipt

TBA— To Be Announced

See Notes to Financial Statements.

16

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $166,580,261)	$	182,023,241
Cash		4,130
Foreign cash, at value (cost $790,509)		797,445	(a)
Unrealized appreciation of forward currency exchange contracts		82,574
Receivable for investment securities sold and foreign currency contracts		3,430,228
Dividends and interest receivable		640,597
Receivable for capital stock sold		226,530
Receivable for variation margin on futures contracts		3,860
Total assets		187,208,605
LIABILITIES
Payable for investment securities purchased and foreign currency contracts		12,669,786
Payable for capital stock redeemed		121,632
Advisory fee payable		48,340
Distribution fee payable		34,113
Foreign capital gain tax payable		338
Transfer Agent fee payable		59
Accrued expenses		76,823
Total liabilities		12,951,091
NET ASSETS	$	174,257,514
COMPOSITION OF NET ASSETS
Capital stock, at par	$	13,573
Additional paid-in capital		155,649,731
Distributions in excess of net investment income		(40,934	)
Accumulated net realized gain on investment and foreign currency transactions		3,075,850
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		15,559,294
	$	174,257,514

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	10,653,315	825,696	$	12.90
B	$	163,604,199	12,747,417	$	12.83

(a) An amount equivalent to U.S. $22,231 has been segregated to collateralize margin requirements for the open futures contracts outstanding at June 30, 2007.

See Notes to Financial Statements.

17

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest (net of foreign taxes withheld of $160)	$	1,435,155
Dividends (net of foreign taxes withheld of $66,847)		1,037,094
Total investment income		2,472,249
EXPENSES
Advisory fee		421,772
Distribution fee—Class B		177,499
Transfer agency—Class A		92
Transfer agency—Class B		1,138
Custodian		143,955
Administrative		47,000
Audit		21,695
Printing		16,428
Legal		3,254
Directors’ fees		750
Miscellaneous		8,359
Total expenses		841,942
Less: expenses waived and reimbursed by the Adviser (see Note B)		(79,087	)
Net expenses		762,855
Net investment income		1,709,394
REALIZED AND UNREALIZED GAIN ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		2,958,800
Futures		79,172
Foreign currency transactions		270,818
Net change in unrealized appreciation/depreciation of:
Investments		819,748	(a)
Futures		525
Foreign currency denominated assets and liabilities		40,583
Net gain on investment and foreign currency transactions		4,169,646
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	5,879,040

(a) Net of accrued foreign capital gain taxes of $766.

See Notes to Financial Statements.

18

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,709,394		$	1,909,660
Net realized gain on investment and foreign currency transactions		3,308,790			3,214,278
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		860,856			9,012,991
Net increase in net assets from operations		5,879,040			14,136,929
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(272,718	)		(80,464	)
Class B		(3,511,139	)		(611,974	)
Net realized gain on investment and foreign currency transactions
Class A		(188,141	)		–0–
Class B		(2,585,906	)		–0–
CAPITAL STOCK TRANSACTIONS
Net increase		38,832,954			48,588,078
Total increase		38,154,090			62,032,569
NET ASSETS
Beginning of period		136,103,424			74,070,855
End of period (including distributions in excess of net investment income and undistributed net investment income of ($40,934) and $2,033,529, respectively)	$	174,257,514		$	136,103,424

See Notes to Financial Statements.

19

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (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 seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on July 1, 2004. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

20

AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

7. Repurchase Agreements

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

21

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

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of the daily average net assets for Class A and Class B shares, respectively. Prior to February 12, 2007, the Portfolio’s total operating expenses on an annual basis were limited to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007 the Adviser waived fees in the amount of $32,087.

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $47,000 for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $66,420, of which $175 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	56,512,728	$	32,391,817
U.S. government securities		24,581,409		18,052,792

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	$	17,351,183
Gross unrealized depreciation		(1,908,203	)
Net unrealized appreciation	$	15,442,980

22

AllianceBernstein Variable Products Series Fund

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.

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

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

3. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

23

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

4. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2007, the Portfolio earned income of $11,314 from dollar rolls which is included in interest income in the accompanying statement of operations.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares issued in reinvestment of dividends and distributions	35,342		7,034		$	460,859		$	80,464
Shares redeemed	(72,677	)	–0	–		(933,676	)		–0	–
Net increase (decrease)	(37,335	)	7,034		$	(472,817	)	$	80,464
Class B
Shares sold	3,055,750		5,107,705		$	40,149,666		$	60,618,810
Shares issued in reinvestment of dividends and distributions	470,089		53,682			6,097,045			611,974
Shares redeemed	(537,780	)	(1,074,226	)		(6,940,940	)		(12,723,170	)
Net increase	2,988,059		4,087,161		$	39,305,771		$	48,507,614

NOTE F: Risks Involved in Investing in the Portfolio

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

24

AllianceBernstein Variable Products Series Fund

NOTE: H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006			2005
Distributions paid from:
Ordinary income	$	692,438		$	335,465
Net long-term capital gains		–0	–		3,149
Total distributions paid	$	692,438		$	338,614

NOTE I: Component of Accumulated Earnings (Deficit)

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,784,073
Undistributed long-term capital gains		2,706,543
Accumulated capital and other losses		(123,221	)(a)
Unrealized appreciation/(depreciation)		12,905,679	(b)
Total accumulated earnings/(deficit)	$	19,273,074

(a) Passive foreign investment company losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2006, the Portfolio deferred until January 1, 2007, post-October passive foreign investment company losses of $123,221. The Portfolio utilized $112,135 of capital loss carryforward for the fiscal year ended December 31, 2006.

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

NOTE J: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee with respect to certain AllianceBernstein funds.

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

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA

26

AllianceBernstein Variable Products Series Fund

Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiff’s time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE K: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

27

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, 2007 (unaudited)		Year Ended December 31,				July 1, 2004(a) to December 31, 2004
			2006		2005
Net asset value, beginning of period	$12.87		$11.39		$10.69		$10.00
Income From Investment Operations
Net investment income (b)(c)	.16		.25		.18		.07
Net realized and unrealized gain on investment and foreign currency transactions	.41		1.32		.60		.62
Net increase in net asset value from operations	.57		1.57		.78		.69
Less: Dividends and Distributions
Dividends from net investment income	(.32	)	(.09	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.54	)	(.09	)	(.08	)	–0	–
Net asset value, end of period	$12.90		$12.87		$11.39		$10.69
Total Return
Total investment return based on net asset value (d)	4.34	%	13.92	%	7.30	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$10,654		$11,111		$9,746		$9,089
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.76	%(e)	.99	%(f)	1.20	%	1.20	%(e)
Expenses, before waivers and reimbursements	.86	%(e)	1.07	%(f)	1.54	%	2.87	%(e)
Net investment income (c)	2.44	%(e)	2.08	%(f)	1.64	%	1.36	%(e)
Portfolio turnover rate	34	%	203	%	139	%	44	%

See footnote summary on page 29.

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AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,				July 1, 2004(a) to December 31, 2004
			2006		2005
Net asset value, beginning of period	$12.81		$11.34		$10.67		$10.00
Income From Investment Operations
Net investment income (b)(c)	.14		.22		.15		.06
Net realized and unrealized gain on investment and foreign currency transactions	.40		1.33		.60		.61
Net increase in net asset value from operations	.54		1.55		.75		.67
Less: Dividends and Distributions
Dividends from net investment income	(.30	)	(.08	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.22	)	–0	–	(.03	)	–0	–
Total dividends and distributions	(.52	)	(.08	)	(.08	)	–0	–
Net asset value, end of period	$12.83		$12.81		$11.34		$10.67
Total Return
Total investment return based on net asset value (d)	4.13	%	13.75	%	7.01	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$163,604		$124,992		$64,325		$17,866
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.01	%(e)	1.23	%(f)	1.45	%	1.45	%(e)
Expenses, before waivers and reimbursements	1.12	%(e)	1.31	%(f)	1.77	%	3.34	%(e)
Net investment income (c)	2.21	%(e)	1.84	%(f)	1.31	%	1.49	%(e)
Portfolio turnover rate	34	%	203	%	139	%	44	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

(e) Annualized.

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

29

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pays 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 schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/06 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion	$	101.1	Balanced Wealth
	45 bp on next $2.5 billion			Strategy Portfolio
	40 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. Indicated below is the reimbursement amount, which the Adviser received from the Portfolio in the Portfolio’s most recently completed fiscal year, expressed in dollars and as a percentage of average daily net assets:

Portfolio	Amount			As a % of Average Daily Net Assets
Balanced Wealth Strategy Portfolio	$	75,250	4	0.15	%

1 It should be noted that the information in the fee summary was completed on June 24, 2006 and presented to the Board of Directors on August 1, 2006 in accordance with the September 1, 2004 Assurance of Discontinuance between the NYAG and the Adviser. It also should be noted that references in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

2 Future references to the Portfolio do not include “AllianceBernstein.”

3 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the New York State Attorney General.

4 The Adviser waived this expense reimbursement made by the Portfolio.

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AllianceBernstein Variable Products Series Fund

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

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio		Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A 1.20	%	1.54	%	December 31
	Class B 1.45	%	1.77	%

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 include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses is reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the Portfolio 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a substantially similar investment style as the Portfolio.

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

Portfolio	AllianceBernstein Mutual Fund	Advisory Fees
Balanced Wealth Strategy Portfolio	Balanced Wealth Strategy	55 bp on 1st $2.5 billion
		45 bp on next $2.5 billion
		40 bp on the balance

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

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

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

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

included the Portfolio’s ranking with respect to the proposed management fee relative to the Lipper group median at the approximate current asset level of the Portfolio.⁵

Portfolio	Effective Management Fee6	Lipper Group Median	Rank
Balanced Wealth Strategy Portfolio	0.550	0.650	5/13

Lipper also analyzed the total expense ratio of the Portfolio in comparison to its Lipper Expense Group⁷ and Lipper Expense Universe.⁸ Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense Universe as a broader group, consisting of all funds in the same investment classification/objective with a similar load type as the subject Portfolio. The result of that analysis is set forth below:

Portfolio	Expense Ratio (%)9	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Balanced Wealth Strategy Portfolio	1.199	0.793	13/13	0.702	26/26

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

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

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

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

The profitability information for the Portfolio prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2005 relative to 2004.

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 they 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,

5 The effective 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 Strategy has the lowest effective fee rate in the Lipper peer group.

6 The effective management fee rate for the Portfolio would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. As previously mentioned, for the most recently completed fiscal year, the Adviser waived such payment. In addition, the effective management fee does not reflect any fee waivers or expense reimbursements for expense caps that effectively reduced the contractual fee rate.

7 Lipper uses the following criteria in screening funds to be included in the Portfolio’s expense group: variable product, fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. A Lipper Expense Group will typically consist of seven to twenty funds.

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

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

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AllianceBernstein Variable Products Series Fund

front-end sales loads, contingent deferred sales charges (“CDSC”) and commissions for providing brokerage services. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. Additional information regarding distribution related fees can be found in the prospectus of the Portfolio.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. During the fiscal year ended December 31, 2005, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received the amount set forth below in Rule 12b-1 fees:

Portfolio	12b-1 Fees Received
Balanced Wealth Strategy Portfolio	$	105,519

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁰

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 to Class B shares. During the fiscal year ended December 31, 2005, the Adviser determined that it made the following payment on behalf of the Portfolio to ABI:

Portfolio	Adviser Payment to ABI
Balanced Wealth Strategy Portfolio	$	21,378

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, keeping 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 firm over the year.

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were

10 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

33

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

being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets exceeds its initial breakpoint its shareholders benefit from a lower fee rate.

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

With assets under management of $625 billion as June 30, 2006, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, which was prepared by Lipper, shows the 1 year performance ranking of the Portfolio¹¹ relative to its Lipper Performance Group¹² and Lipper Performance Universe¹³ for the periods ended April 30, 2006:

Balanced Wealth Strategy Portfolio	Group	Universe
1 year	1/12	2/47

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)¹⁴ versus its benchmarks:¹⁵

	Periods Ending April 30, 2006 Annualized Performance
Portfolio	1 Year	Since Inception
Balanced Wealth Strategy Portfolio	14.97	12.23
S&P 500 Stock Index	11.72	12.22
Lehman Aggregate Bond Index	2.26	2.96
Lehman Aggregate Bond Index 60% S&P 500 Index / 40% Lehman Aggregate Bond Index	7.94	8.52

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Portfolio is reasonable and within the range of what would have been negotiated at arms-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 7, 2006

11 The performance rankings are for the Class A shares of the Portfolio.

12 The Lipper Performance Group is identical to the Lipper Expense Group.

13 For the Lipper Performance Universe, Lipper included the Portfolio and all of the funds of the same Lipper Classification/ Objective and load type, regardless of asset size.

14 The performance returns shown are for the Class A shares of the Portfolio.

15 The Adviser provided Strategy and benchmark performance return information for periods through April 30, 2006 in order to maintain consistency with Lipper’s performance rankings in the analysis.

34

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Research Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GLOBAL RESEARCH GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Global Research Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,066.77	$	6.15	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.84	$	6.01	1.20	%
Class B
Actual	$	1,000	$	1,065.37	$	7.43	1.45	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.60	$	7.25	1.45	%

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

1

GLOBAL RESEARCH GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Lehman Brothers Holdings, Inc.	$	305,532	2.9	%
JPMorgan Chase & Co.		304,218	2.9
Credit Suisse Group		296,601	2.8
American International Group, Inc.		231,099	2.2
UBS AG (Swiss Virt-X)		206,385	2.0
The Blackstone Group LP		204,890	2.0
Rio Tinto PLC		178,483	1.7
Total SA		148,697	1.4
General Electric Co.		141,636	1.3
Procter & Gamble Co.		138,901	1.3
	$	2,156,442	20.5	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	3,018,357	29.3	%
Information Technology		1,300,372	12.6
Health Care		1,192,310	11.6
Industrials		1,139,381	11.1
Energy		1,062,776	10.3
Consumer Staples		890,919	8.7
Consumer Discretionary		873,228	8.5
Materials		612,750	5.9
Telecommunication Services		124,151	1.2
Utilities		83,602	0.8
Total Investments	$	10,297,846	100.0	%

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

2

GLOBAL RESEARCH GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	5,322,795	51.7	%
Switzerland		1,024,929	9.9
United Kingdom		851,612	8.3
France		430,864	4.2
Japan		341,782	3.3
Russia		225,386	2.2
Italy		203,913	2.0
Bermuda		181,201	1.8
Brazil		179,397	1.7
Australia		163,171	1.6
Spain		157,534	1.5
Canada		132,658	1.3
China		125,500	1.2
Other*		957,104	9.3
Total Investments	$	10,297,846	100.0	%

* The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represents 1.2% or less in the following countries: Argentina, Cayman Islands, Finland, Germany, India, Indonesia, Israel, Mexico, Netherlands, Netherlands Antilles, South Africa, South Korea, Sweden, Taiwan and Turkey.

3

GLOBAL RESEARCH GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.1%
FINANCIALS–28.7%
CAPITAL MARKETS–14.8%
3i Group PLC	3,434	$	79,935
The Blackstone Group LP(a)	7,000		204,890
Credit Suisse Group	4,178		296,601
Franklin Resources, Inc.	620		82,131
Janus Capital Group, Inc.	4,300		119,712
Legg Mason, Inc.	800		78,704
Lehman Brothers Holdings, Inc.	4,100		305,532
Macquarie Bank Ltd.	1,241		89,135
Merrill Lynch & Co., Inc.	1,125		94,028
UBS AG (Swiss Virt-X)	3,451		206,385
			1,557,053
COMMERCIAL BANKS–4.7%
Banco Bilbao Vizcaya Argentaria SA	4,461		109,093
Banco Itau Holding Financeira SA	1,200		53,282
Standard Chartered(a)	3,464		112,987
Turkiye Is Bankasi—Class C	24,497		113,828
UniCredito Italiano SpA	11,753		104,973
			494,163
DIVERSIFIED FINANCIAL SERVICES–5.0%
Chicago Mercantile Exchange Holdings, Inc.—Class A	182		97,253
Citigroup, Inc.	1,380		70,780
JPMorgan Chase & Co.	6,279		304,218
NYSE Euronext	700		51,534
			523,785
INSURANCE–4.2%
American International Group, Inc.	3,300		231,099
Axis Capital Holdings Ltd.	800		32,520
QBE Insurance Group Ltd.	2,806		74,036
Swiss Reinsurance	1,159		105,701
			443,356
			3,018,357
INFORMATION TECHNOLOGY–12.4%
COMMUNICATIONS EQUIPMENT–2.7%
Cisco Systems, Inc.(a)	4,145		115,438
Juniper Networks, Inc.(a)	1,400		35,238
Nokia OYJ	3,045		85,520
Qualcomm, Inc.	1,100		47,729
			283,925
COMPUTERS & PERIPHERALS–3.2%
Apple, Inc.(a)	550		67,122
Hewlett-Packard Co.	1,700		75,854
InnoLux Display Corp.(a)	4,000		16,525
International Business Machines Corp.	800		84,200

Company	Shares	U.S. $ Value
Network Appliance, Inc.(a)	600	$	17,520
Sun Microsystems, Inc.(a)	14,333		75,391
			336,612
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.4%
AU Optronics Corp.	9,330		15,939
HON HAI Precision Industry Co. Ltd. (GDR)(b)	1,609		27,807
			43,746
INTERNET SOFTWARE & SERVICES–1.5%
Akamai Technologies, Inc.(a)	313		15,224
eBay, Inc.(a)	1,600		51,488
Google, Inc.—Class A(a)	172		90,022
			156,734
IT SERVICES–0.7%
Cognizant Technology Solutions Corp.—Class A(a)	570		42,801
Fiserv, Inc.(a)	300		17,040
Infosys Technologies Ltd. (ADR)	300		15,114
			74,955
OFFICE ELECTRONICS–0.5%
Canon, Inc.	850		49,847
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%
ASML Holding NV(a)	674		18,518
Broadcom Corp.—Class A(a)	750		21,937
KLA-Tencor Corp.	400		21,980
Novatek Microelectronics Corp. Ltd.	3,000		15,674
NVIDIA Corp.(a)	500		20,655
Samsung Electronics Co., Ltd.	22		13,450
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)	1,635		18,198
Texas Instruments, Inc.	881		33,152
			163,564
SOFTWARE–1.8%
Adobe Systems, Inc.(a)	875		35,131
Citrix Systems, Inc.(a)	900		30,303
Microsoft Corp.	3,000		88,410
Oracle Corp.(a)	1,570		30,945
Shanda Interactive Entertainment Ltd. (ADR)(a)	200		6,200
			190,989
			1,300,372
HEALTH CARE–11.4%
BIOTECHNOLOGY–1.5%
Celgene Corp.(a)	500		28,665
Genentech, Inc.(a)	775		58,636
Gilead Sciences, Inc.(a)	1,700		65,909
			153,210

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–1.5%
Alcon, Inc.	485	$	65,431
Becton Dickinson & Co.	550		40,975
Nobel Biocare Holding AG(a)	150		48,965
			155,371
HEALTH CARE PROVIDERS & SERVICES–2.8%
Aetna, Inc.	1,100		54,340
Laboratory Corp. of America Holdings(a)	613		47,973
Medco Health Solutions, Inc.(a)	530		41,335
UnitedHealth Group, Inc.	800		40,912
WellPoint, Inc.(a)	1,400		111,762
			296,322
PHARMACEUTICALS–5.6%
Abbott Laboratories	800		42,840
Allergan, Inc.	500		28,820
Eli Lilly & Co.	770		43,028
Merck & Co., Inc.	2,100		104,580
Novartis AG	902		50,639
Roche Holding AG	482		85,404
Schering-Plough Corp.	2,100		63,924
Shionogi & Co. Ltd.	1,000		16,300
Takeda Pharmaceutical Co. Ltd.	400		25,841
Teva Pharmaceutical Industries, Ltd. (ADR)	1,700		70,125
Wyeth	975		55,906
			587,407
			1,192,310
INDUSTRIALS–10.9%
AEROSPACE & DEFENSE–2.5%
BAE Systems PLC	8,819		71,165
Boeing Co.	980		94,237
United Technologies Corp.	1,300		92,209
			257,611
AIRLINES–0.5%
Continental Airlines, Inc.—Class B(a)	850		28,790
easyJet PLC(a)	2,124		22,245
			51,035
BUILDING PRODUCTS–1.3%
American Standard Cos, Inc.	1,000		58,980
Asahi Glass Co. Ltd.	2,000		26,967
Cie de Saint-Gobain	455		50,970
			136,917
CONSTRUCTION & ENGINEERING–0.6%
Vinci SA(a)	787		58,739
ELECTRICAL EQUIPMENT–1.2%
ABB Ltd.	2,281		51,432
Emerson Electric Co.	1,700		79,560
			130,992

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–1.9%
General Electric Co.	3,700	$	141,636
Siemens AG	402		57,567
			199,203
MACHINERY–1.7%
Atlas Copco AB(a)	4,514		75,186
Danaher Corp.	950		71,725
Deere & Co.	300		36,222
			183,133
TRADING COMPANIES & DISTRIBUTORS–1.2%
Mitsubishi Corp.	1,600		41,923
Mitsui & Co. Ltd.	4,000		79,828
			121,751
			1,139,381
ENERGY–10.1%
ENERGY EQUIPMENT & SERVICES–3.2%
Baker Hughes, Inc.	1,375		115,679
Nabors Industries Ltd.(a)	1,100		36,718
Schlumberger, Ltd.	1,255		106,599
Tenaris SA (ADR)	1,500		73,440
			332,436
OIL, GAS & CONSUMABLE FUELS–6.9%
Addax Petroleum Corp.	1,436		53,706
China Shenhua Energy Co. Ltd.—Class H	33,000		115,149
Gazprom OAO (ADR)	3,053		127,921
LUKOIL (ADR)	996		76,393
Noble Energy, Inc.	2,076		129,522
Petro-Canada	1,482		78,952
Total SA	1,834		148,697
			730,340
			1,062,776
CONSUMER STAPLES–8.5%
BEVERAGES–0.4%
PepsiCo, Inc.	600		38,910
FOOD & STAPLES RETAILING–0.7%
Safeway, Inc.	700		23,821
Wal-Mart de Mexico SAB de CV Series V	13,492		51,203
			75,024
FOOD PRODUCTS–3.8%
Archer-Daniels-Midland Co.	1,700		56,253
Bunge Ltd.	1,325		111,962
China Mengniu Dairy Co. Ltd.	3,000		10,351
Nestle SA	301		114,372
WM Wrigley Jr Co.	1,825		100,941
			393,879

5

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

Company	Shares	U.S. $ Value
HOUSEHOLD PRODUCTS–1.3%
Procter & Gamble Co.	2,270	$	138,901
PERSONAL PRODUCTS–0.3%
L’Oreal SA	254		30,023
TOBACCO–2.0%
Altria Group, Inc.	1,750		122,745
British American Tobacco PLC(a)	2,681		91,437
			214,182
			890,919
CONSUMER DISCRETIONARY–8.3%
AUTO COMPONENTS–0.4%
Denso Corp.	1,200		46,933
AUTOMOBILES–1.2%
Fiat SpA	3,331		98,941
Suzuki Motor Corp.(a)	900		25,558
			124,499
DIVERSIFIED CONSUMER SERVICES–0.4%
Apollo Group, Inc.—Class A(a)	800		46,744
HOTELS RESTAURANTS & LEISURE–2.3%
Accor SA	649		57,372
Ctrip.com International Ltd. (ADR)	200		15,726
Hilton Hotels Corp.	2,500		83,675
Punch Taverns PLC	3,339		81,917
			238,690
HOUSEHOLD DURABLES–0.5%
Daiwa House Industry Co. Ltd.	2,000		28,586
Pulte Homes, Inc.	900		20,205
			48,791
LEISURE EQUIPMENT & PRODUCTS–0.1%
Largan Precision Co., Ltd.	1,000		14,010
MEDIA–2.4%
Comcast Corp.—Class A(a)	2,950		82,954
Societe Television Francaise 1	2,461		85,062
Time Warner, Inc.	3,900		82,056
			250,072
MULTILINE RETAIL–0.5%
Kohl’s Corp.(a)	775		55,048
SPECIALTY RETAIL–0.5%
Inditex SA	823		48,441
			873,228

Company	Shares	U.S. $ Value
MATERIALS–5.8%
CHEMICALS–1.1%
Air Products & Chemicals, Inc.	1,525	$	122,564
METALS & MINING–4.7%
Cia Vale do Rio Doce (ADR)	1,900		84,645
Cia Vale do Rio Doce (Sponsored) (ADR)	1,100		41,470
Rio Tinto PLC(a)	2,333		178,483
Sterlite Industries India Ltd. (ADR)(a)	3,800		55,746
Xstrata PLC	2,181		129,842
			490,186
			612,750
TELECOMMUNICATION SERVICES–1.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.2%
Telekomunikasi Indonesia Tbk PT (ADR)	300		12,930
Verizon Communications, Inc.	300		12,351
			25,281
WIRELESS TELECOMMUNICATION SERVICES–1.0%
America Movil SAB de CV Series L (ADR)	1,150		71,219
MTN Group Ltd.	484		6,579
Vimpel-Communications (ADR)	200		21,072
			98,870
			124,151
UTILITIES–0.8%
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.8%
International Power PLC	9,726		83,602
TOTAL INVESTMENTS–98.1% (cost $8,523,758)			10,297,846
Other assets less liabilities–1.9%			200,178
NET ASSETS–100.0%		$	10,498,024

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2007, the market value of this security amounted to $27,807 or 0.3% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See Notes to Financial Statements.

6

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $8,523,758)	$	10,297,846
Cash		67,736
Foreign cash, at value (cost $127,788)		128,648
Receivable for investment securities sold and foreign currency contracts		75,548
Receivable for capital stock sold		19,779
Dividends receivable		19,620
Receivable due from Adviser		11,470
Total assets		10,620,647
LIABILITIES
Payable for investment securities purchased and foreign currency contracts		57,398
Custodian fee payable		40,922
Distribution fee payable		2,200
Transfer Agent fee payable		59
Payable for capital stock redeemed		31
Accrued expenses		22,013
Total liabilities		122,623
NET ASSETS	$	10,498,024
COMPOSITION OF NET ASSETS
Capital stock, at par	$	750
Additional paid-in capital		8,054,454
Undistributed net investment income		21,495
Accumulated net realized gain on investment and foreign currency transactions		646,255
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		1,775,070
	$	10,498,024

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	148,599	10,585	$	14.04
B	$	10,349,425	739,619	$	13.99

See Notes to Financial Statements.

7

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $7,800)	$	97,980
Interest		5,457
Total investment income		103,437
EXPENSES
Advisory fee		41,215
Distribution fee—Class B		13,558
Transfer agency—Class A		19
Transfer agency—Class B		1,438
Custodian		98,277
Administrative		47,000
Audit		19,111
Printing		4,238
Legal		2,233
Directors’ fees		740
Miscellaneous		1,995
Total expenses		229,824
Less: expenses waived and reimbursed by the Adviser (see Note B)		(150,316	)
Net expenses		79,508
Net investment income		23,929
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		659,056
Foreign currency transactions		5,833
Net change in unrealized appreciation/depreciation of:
Investments		(161,741	)
Foreign currency denominated assets and liabilities		(3,068	)
Net gain on investment and foreign currency transactions		500,080
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	524,009

See Notes to Financial Statements.

8

GLOBAL RESEARCH GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	23,929		$	14,313
Net realized gain on investment and foreign currency transactions		664,889			359,268
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(164,809	)		977,503
Net increase in net assets from operations		524,009			1,351,084
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(549	)		–0–
Class B		(14,840	)		–0–
Net realized gain on investment and foreign currency transactions
Class A		(5,328	)		(2,040	)
Class B		(370,285	)		(149,106	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(2,278,892	)		4,259,482
Total increase (decrease)		(2,145,885	)		5,459,420
NET ASSETS
Beginning of period		12,643,909			7,184,489
End of period (including undistributed net investment income of $21,495 and $12,955, respectively)	$	10,498,024		$	12,643,909

See Notes to Financial Statements.

9

GLOBAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

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AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007, the Adviser waived fees in the amount of $103,316.

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

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $47,000 for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $12,727, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	5,914,288		$	8,060,483
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	1,863,518
Gross unrealized depreciation		(89,430	)
Net unrealized appreciation	$	1,774,088

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.

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AllianceBernstein Variable Products Series Fund

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

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

3. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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GLOBAL RESEARCH 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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	–0–		–0–		$	–0–		$	38
Shares issued in reinvestment of dividends and distributions	416		169			5,877			2,040
Net increase	416		169		$	5,877		$	2,078
Class B
Shares sold	182,951		361,383		$	2,577,184		$	4,621,694
Shares issued in reinvestment of dividends and distributions	27,353		12,384			385,125			149,106
Shares redeemed	(387,436	)	(41,356	)		(5,247,078	)		(513,396	)
Net increase (decrease)	(177,132	)	332,411		$	(2,284,769	)	$	4,257,404

NOTE F: Risks Involved in Investing in the Portfolio

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	197,231
Undistributed long-term capital gains		186,829
Accumulated capital and other losses		(1,338	)(a)
Unrealized appreciation/(depreciation)		1,927,091	(b)
Total accumulated earnings/(deficit)	$	2,309,813

(a) Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2006, the Portfolio deferred until January 1, 2007, post-October capital losses of $1,338.

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

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AllianceBernstein Variable Products Series Fund

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee with respect to certain AllianceBernstein funds.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

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

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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AllianceBernstein Variable Products Series Fund

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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GLOBAL RESEARCH GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31, 2006		May 2, 2005(a) to December 31, 2005
Net asset value, beginning of period	$13.70		$12.11		$10.00
Income From Investment Operations
Net investment income (b)(c)	.06		.05		.01
Net realized and unrealized gain on investment and foreign currency transactions	.85		1.74		2.10
Net increase in net asset value from operations	.91		1.79		2.11
Less: Dividends and Distributions
Dividends from net investment income	(.05	)	–0	–	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.52	)	(.20	)	–0	–
Total dividends and distributions	(.57	)	(.20	)	–0	–
Net asset value, end of period	$14.04		$13.70		$12.11
Total Return
Total investment return based on net asset value (d)	6.68	%	15.04	%	21.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$149		$139		$121
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(e)	1.20	%(f)	1.20	%(e)
Expenses, before waivers and reimbursements	4.00	%(e)	4.61	%(f)	7.47	%(e)
Net investment income (c)	.81	%(e)	.41	%(f)	.13	%(e)
Portfolio turnover rate	55	%	64	%	43	%

See footnote summary on page 19.

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AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31, 2006		May 2, 2005(a) to December 31, 2005
Net asset value, beginning of period	$13.64		$12.09		$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)	.03		.02		(.01	)
Net realized and unrealized gain on investment and foreign currency transactions	.86		1.73		2.10
Net increase in net asset value from operations	.89		1.75		2.09
Less: Dividends and Distributions
Dividends from net investment income	(.02	)	–0	–	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.52	)	(.20	)	–0	–
Total dividends and distributions	(.54	)	(.20	)	–0	–
Net asset value, end of period	$13.99		$13.64		$12.09
Total Return
Total investment return based on net asset value (d)	6.54	%	14.73	%	20.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$10,349		$12,505		$7,063
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.45	%(e)	1.45	%(f)	1.45	%(e)
Expenses, before waivers and reimbursements	4.18	%(e)	4.78	%(f)	7.73	%(e)
Net investment income (loss) (c)	.43	%(e)	.14	%(f)	(.14	)%(e)
Portfolio turnover rate	55	%	64	%	43	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

(e) Annualized.

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

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GLOBAL RESEARCH GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Research Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates stated in the Portfolio’s Advisory Agreement. The directors noted that the Adviser had waived reimbursement payments from the Portfolio in the Portfolio’s last fiscal year. 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

20

AllianceBernstein Variable Products Series Fund

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 noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2005 and 2006.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International World Index (Net) (the “Index”), in each case for periods ended December 31, 2006 over the 1-year period and the since inception period (May 2005 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 5^th quintile in the 1-year period and 3^rd quintile in the since inception period, and in the Performance Universe comparison the Portfolio was in the 5^th quintile in the 1-year period and 4^th quintile in the since inception period. The comparative information showed that the Portfolio outperformed the Index in the since inception period and underperformed the Index in the 1-year period. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

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

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

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are

21

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

more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

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

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points was lower than the Expense Group median. The directors noted that in the Portfolio’s latest fiscal year, the administrative expense reimbursement of 90 basis points had been waived by the Adviser. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser, was higher than the Expense Group and Expense Universe medians. The directors also noted the Fund’s relatively modest size (less than $15 million at February 28, 2007) and that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

22

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	13.6	Global Research Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was due to receive $86,750 (0.90% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

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

Fund	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Global Research Growth Portfolio	Class A 1.20%	4.61	%	December 31
	Class B 1.45%	4.78	%

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

23

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Fund	Net Assets 02/28/07 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee5
Global Research Growth Portfolio	$13.6	Global Research Growth Schedule 80 bp on 1st $25 m 60 bp on next $25 m 50 bp on next $50 m 40 bp on the balance Minimum account size $50 m	0.800	%	0.750	%

The Adviser also manages AllianceBernstein Global Research Fund Growth, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Research Growth Fund, Inc.:⁶

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

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 Fund advisory fee based on February 28, 2007 net assets. It should be noted that the advisory fee shown for the Fund excludes any expense reimbursements related to expense caps.

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.

24

AllianceBernstein Variable Products Series Fund

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

Fund	Fee
Global Growth Trends Portfolio
Class A7 Class I (Institutional)	1.70 0.90	% %

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

Portfolio	ACITM Mutual Fund	Fee8
Global Research Growth Portfolio	Alliance Global Research Growth9	0.30%10
	Alliance Global Growth Opportunities H, I, P11	1.00%
	Alliance Global Growth Opportunities P29	0.80%
	Alliance Global Growth Opportunities P39	0.85%

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

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

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

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

8 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 6, 2007 by Reuters was ¥116.62 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $8.6 million.

9 This ACITM fund is privately placed or institutional.

10 The fund is offered to three institutional clients that are charged a separate fee for managing their assets in addition to the 0.30%. The first client is charged 0.33% for the first ¥2.5 billion, 0.195% for the next ¥2.5 billion, 0.105% for the next ¥5 billion and 0.06% thereafter. The second client is charged 0.40% for the first ¥2.5 billion, 0.25% for the next ¥2.5 billion, 0.15% for the next ¥5 billion and 0.10% thereafter. The third client is charged 0.40% for the first ¥6 billion and 0.20% thereafter.

11 Classes H and P of the ACITM fund are privately placed or institutional.

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

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

25

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

Portfolio	Contractual Management Fee14	Lipper Group Median	Rank
Global Research Growth Portfolio	0.750	0.900	3/9

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The 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.

Portfolio	Expense Ratio (%)16	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Global Research Growth Portfolio	1.200	0.990	8/9	0.990	15/17

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

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

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

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

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

Although the Adviser did not earn a profit for managing the Portfolio’s investments in 2006, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $23,795 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payment in the amount of $200,000 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

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

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

26

AllianceBernstein Variable Products Series Fund

distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁷

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year and since inception performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended December 31, 2006.²⁰

Global Research Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	15.04	17.66	17.98	8/9	19/21
Since Inception	20.94	20.69	21.60	4/9	13/21

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

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the 1 year performance return of the Portfolio 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 1 year performance return of the Portfolio, as reported by the Adviser, are provided instead of Lipper. Lipper calculated the Portfolio’s since inception performance from the nearest month-end of the Portfolio’s true inception date.

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

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

27

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

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

			Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
			Volatility (%)	Sharpe (%)
Global Research Growth Portfolio	15.04	22.02	9.87	0.95	1
MSCI World Index (Net)	20.07	20.03	6.98	1.90	1
MSCI World Growth (Net)	15.15	17.03	7.77	1.19	1
Inception Date: May 2, 2005

CONCLUSION:

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

Dated: June 4, 2007

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

22 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

28

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Technology Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GLOBAL TECHNOLOGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Global Technology Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,088.21	$	4.71	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56	0.91	%
Class B
Actual	$	1,000	$	1,086.78	$	6.00	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

GLOBAL TECHNOLOGY PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $VALUE		PERCENT OF NET ASSETS
Cisco Systems, Inc.	$	21,547,545	7.7	%
Microsoft Corp.		15,115,163	5.4
Nokia OYJ		13,807,007	5.0
Hewlett-Packard Co.		13,122,742	4.7
International Business Machines Corp.		13,029,950	4.7
Google, Inc.-Class A		12,299,430	4.4
America Movil SAB de CV Series L (ADR)		11,779,086	4.3
Sun Microsystems, Inc.		11,771,880	4.2
Apple, Inc.		10,898,172	3.9
Canon, Inc.		8,787,658	3.2
	$	132,158,633	47.5	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	237,537,034	87.5	%
Telecommunication Services		23,116,173	8.5
Consumer Discretionary		9,317,424	3.5
Short-Term Investments		1,415,000	0.5
Total Investments	$	271,385,631	100.0	%

Please Note: The sector classifications presented herein are based on the sector categorization methodology of the Adviser. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

2

COUNTRY BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	198,644,248	73.2	%
Taiwan		14,346,231	5.3
Finland		13,807,007	5.1
Mexico		11,779,086	4.3
Japan		8,787,658	3.2
India		6,807,900	2.5
China		4,038,278	1.5
Canada		3,379,831	1.3
Russia		2,096,664	0.8
South Korea		2,018,584	0.7
Netherlands		1,532,877	0.6
Indonesia		1,384,355	0.5
South Africa		1,347,912	0.5
Short-Term Investments		1,415,000	0.5
Total Investments	$	271,385,631	100.0	%

3

GLOBAL TECHNOLOGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–91.7%
INFORMATION TECHNOLOGY–81.6%
COMMUNICATIONS EQUIPMENT–20.5%
Ciena Corp.(a)	46,900	$	1,694,497
Cisco Systems, Inc.(a)	773,700		21,547,545
Foundry Networks, Inc.(a)	203,400		3,388,644
Juniper Networks, Inc.(a)	219,600		5,527,332
Nokia OYJ	491,610		13,807,007
Qualcomm, Inc.	179,900		7,805,861
Research In Motion Ltd.(a)	16,900		3,379,831
			57,150,717
COMPUTERS & PERIPHERALS–15.1%
Apple, Inc.(a)	89,300		10,898,172
Data Domain, Inc.(a)	29,600		680,800
Hewlett-Packard Co.	294,100		13,122,742
InnoLux Display Corp.(a)	703,000		2,904,238
Network Appliance, Inc.(a)	86,598		2,528,661
Sun Microsystems, Inc.(a)	2,238,000		11,771,880
			41,906,493
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.4%
Itron, Inc.(a)	14,500		1,130,130
INTERNET–5.4%
eBay, Inc.(a)	65,400		2,104,572
Google, Inc.–Class A(a)	23,500		12,299,430
Shanda Interactive Entertainment Ltd. (ADR)(a)	21,000		651,000
			15,055,002
INTERNET INFRASTRUCTURE–2.1%
Akamai Technologies, Inc.(a)	43,900		2,135,296
Equinix, Inc.(a)	25,400		2,323,338
Switch & Data Facilities Co., Inc.(a)	72,800		1,397,032
			5,855,666
IT SERVICES–9.5%
Accenture Ltd.–Class A	52,100		2,234,569
Alliance Data Systems Corp.(a)	35,700		2,758,896
Cognizant Technology Solutions Corp.–Class A(a)	52,800		3,964,752
Fiserv, Inc.(a)	43,425		2,466,540
Infosys Technologies Ltd. (ADR)	41,080		2,069,610
International Business Machines Corp.	123,800		13,029,950
			26,524,317
OFFICE ELECTRONICS–3.2%
Canon, Inc.	149,850		8,787,658
OTHER–0.1%
Enernoc, Inc.(a)	4,200		160,146

Company	Shares	U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–11.9%
ASML Holding NV(a)	55,791	$	1,532,877
Broadcom Corp.–Class A(a)	91,050		2,663,213
Intel Corp.	353,600		8,401,536
Intersil Corp.–Class A	55,500		1,746,030
KLA-Tencor Corp.	48,900		2,687,055
Maxim Integrated Products, Inc.	64,200		2,144,922
Nvidia Corp.(a)	52,700		2,177,037
ON Semiconductor Corp.(a)	315,900		3,386,448
Samsung Electronics Co., Ltd. (GDR)(b)	6,590		2,018,584
Taiwan Semiconductor Manufacturing Co. Ltd. (ADR)	257,852		2,869,893
Texas Instruments, Inc.	93,600		3,522,168
			33,149,763
SOFTWARE–13.4%
Adobe Systems, Inc.(a)	145,200		5,829,780
Citrix Systems, Inc.(a)	136,400		4,592,588
McAfee, Inc.(a)	58,000		2,041,600
Microsoft Corp.	512,900		15,115,163
Opsware, Inc.(a)	137,900		1,311,429
Oracle Corp.(a)	287,500		5,666,625
Salesforce.com, Inc.(a)	67,500		2,893,050
			37,450,235
			227,170,127
TELECOMMUNICATION SERVICES–6.8%
COMMUNICATION SERVICES–0.6%
American Tower Corp.– Class A(a)	38,900		1,633,800
DIVERSIFIED TELECOMMUNICATION SERVICES–0.7%
Verizon Communications, Inc.	46,900		1,930,873
WIRELESS TELECOMMUNICATION SERVICES–5.5%
America Movil SAB de CV Series L (ADR)	190,200		11,779,086
MTN Group Ltd.	99,163		1,347,912
Vimpel-Communications (ADR)	19,900		2,096,664
			15,223,662
			18,788,335
CONSUMER DISCRETIONARY–3.3%
INTERNET–0.6%
Ctrip.com International Ltd. (ADR)	20,600		1,619,778
MEDIA–2.7%
Comcast Corp.–Class A(a)	89,750		2,523,770
Focus Media Holding Ltd. (ADR)(a)	35,000		1,767,500

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Time Warner, Inc.	161,900	$	3,406,376
			7,697,646
			9,317,424
Total Common Stocks (cost $212,296,541)			255,275,886
WARRANTS–5.3%
INFORMATION TECHNOLOGY–3.7%
CONTRACT MANUFACTURING–1.4%
HON HAI Precision Industry Co., Ltd., Citigroup Global Markets, expiring 1/17/12(a)(b)	439,251		3,799,961
ELECTRONIC COMPONENTS–1.1%
AU Optronics Corp. (CSFB), expiring 3/05/09(a)	862,658		1,467,381
Largan Precision Co. Ltd., Citigroup Global Markets, expiring 1/20/10(a)	124,645		1,746,277
			3,213,658
IT SERVICES–0.6%
Tata Consultancy Services Ltd., expiring 8/20/07(a)(b)	63,596		1,794,806
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.6%
Novatek Microelectronics Corp., Ltd., expiring 11/02/16(a)(b)	297,477		1,558,482
			10,366,907

Company	Shares		U.S. $ Value
TELECOMMUNICATION SERVICES–1.6%
WIRELESS TELECOMMUNICATION SERVICES–1.6%
Bharti Airtel Ltd., Merrill Lynch, expiring 3/17/11(a)(b)		141,242	$	2,943,483
Telekomunikasi Indonesia Tbk PT, expiring 3/23/17(a)(b)		1,295,000		1,384,355
				4,327,838
Total Warrants (cost $11,971,987)				14,694,745
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
The Bank of New York 4.25%, 7/02/07 (cost $1,415,000)	$	1,415		1,415,000
TOTAL INVESTMENTS–97.5% (cost $225,683,528)				271,385,631
Other assets less liabilities–2.5%				6,941,043
NET ASSETS–100.0%			$	278,326,674

(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, 2007, the aggregate market value of these securities amounted to $13,499,671 or 4.9% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See Notes to Financial Statements.

5

GLOBAL TECHNOLOGY PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $225,683,528)	$	271,385,631
Foreign cash, at value (cost $7,995,608)		8,004,660
Receivable for investment securities sold		6,035,537
Dividends and interest receivable		208,203
Receivable for capital stock sold		55,231
Total assets		285,689,262
LIABILITIES
Due to custodian		14,642
Payable for investment securities purchased		6,653,786
Payable for capital stock redeemed		383,482
Advisory fee payable		176,098
Distribution fee payable		41,061
Administrative fee payable		19,223
Transfer Agent fee payable		59
Accrued expenses		74,237
Total liabilities		7,362,588
NET ASSETS	$	278,326,674
COMPOSITION OF NET ASSETS
Capital stock, at par	$	15,034
Additional paid-in capital		470,237,239
Accumulated net investment loss		(441,978	)
Accumulated net realized loss on investment and foreign currency transactions		(237,194,859	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		45,711,238
	$	278,326,674

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	83,208,484	4,437,020	$	18.75
B	$	195,118,190	10,597,469	$	18.41

See Notes to Financial Statements.

6

GLOBAL TECHNOLOGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $86,061)	$	996,599
Interest		22,535
Total investment income		1,019,134
EXPENSES
Advisory fee		1,008,807
Distribution fee—Class B		231,197
Transfer agency—Class A		1,017
Transfer agency—Class B		2,256
Custodian		98,249
Administrative		47,000
Printing		34,142
Audit		19,110
Legal		8,575
Directors’ fees		764
Miscellaneous		5,384
Total expenses		1,456,501
Net investment loss		(437,367	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		23,548,674
Foreign currency transactions		(129,005	)
Net change in unrealized appreciation/depreciation of:
Investments		(358,954	)
Foreign currency denominated assets and liabilities		(38,335	)
Net gain on investment and foreign currency transactions		23,022,380
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	22,585,013

See Notes to Financial Statements.

7

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

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(437,367	)	$	(1,156,691	)
Net realized gain on investment and foreign currency transactions		23,419,669			20,210,435
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(397,289	)		694,421
Net increase in net assets from operations		22,585,013			19,748,165
CAPITAL STOCK TRANSACTIONS
Net decrease		(8,426,858	)		(3,435,670	)
Total increase		14,158,155			16,312,495
NET ASSETS
Beginning of period		264,168,519			247,856,024
End of period (including accumulated net investment loss of ($441,978) and ($4,611), respectively)	$	278,326,674		$	264,168,519

See Notes to Financial Statements.

8

GLOBAL TECHNOLOGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

2. Currency Translation

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

9

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

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $348,239, of which $812 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

10

AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	161,271,264		$	173,891,968
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	46,415,094
Gross unrealized depreciation		(712,991	)
Net unrealized appreciation	$	45,702,103

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	221,318		471,249		$	3,914,318		$	7,606,999
Shares redeemed	(823,518	)	(1,721,643	)		(14,533,999	)		(27,726,186	)
Net decrease	(602,200	)	(1,250,394	)	$	(10,619,681	)	$	(20,119,187	)
Class B
Shares sold	1,445,130		3,850,328		$	25,058,879		$	61,419,683
Shares redeemed	(1,319,436	)	(2,850,110	)		(22,866,056	)		(44,736,166	)
Net increase	125,694		1,000,218		$	2,192,823		$	16,683,517

NOTE F: Risks Involved in Investing in the Portfolio

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

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AllianceBernstein Variable Products Series Fund

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(258,717,727	)(a)
Unrealized appreciation/(depreciation)		44,207,115	(b)
Total accumulated earnings/(deficit)	$	(214,510,612	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $258,713,116 of which $65,171,509 expires in the year 2009, $172,308,210 expires in the year 2010, and $21,233,397 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $21,108,187. Net capital losses and net foreign currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of Portfolio’s next taxable year. For the year ended December 31, 2006, the Portfolio deferred to January 1, 2007, post October foreign currency losses of $4,611.

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”),

13

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

Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts

14

AllianceBernstein Variable Products Series Fund

claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

15

GLOBAL TECHNOLOGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$17.23		$15.86		$15.27		$14.49		$10.05		$17.24
Income From Investment Operations
Net investment loss (a)	(.01	)	(.05	)	(.05	)	(.03	)(b)	(.11	)	(.13	)
Net realized and unrealized gain (loss) on investment transactions	1.53		1.42		.64		.81		4.55		(7.06	)
Net increase (decrease) in net asset value from operations	1.52		1.37		.59		.78		4.44		(7.19	)
Net asset value, end of period	$18.75		$17.23		$15.86		$15.27		$14.49		$10.05
Total Return
Total investment return based on net asset value (c)	8.82	%	8.64	%	3.86	%	5.38	%	44.18	%	(41.71	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$83,209		$86,819		$99,781		$117,145		$130,127		$93,369
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.91	%(d)	.92	%(e)	.92	%	.88	%	1.11	%	1.20	%
Expenses, before waivers and reimbursements	.91	%(d)	.92	%(e)	.92	%	1.06	%	1.11	%	1.20	%
Net investment loss	(.16	)%(d)	(.30	)%(e)	(.32	)%	(.22	)%(b)	(.86	)%	(1.01	)%
Portfolio turnover rate	62	%	117	%	98	%	86	%	90	%	68	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$16.94		$15.63		$15.08		$14.35		$  9.98		$17.15
Income From Investment Operations
Net investment loss (a)	(.03	)	(.09	)	(.08	)	(.07	)(b)	(.14	)	(.16	)
Net realized and unrealized gain (loss) on investment transactions	1.50		1.40		.63		.80		4.51		(7.01	)
Net increase (decrease) in net asset value from operations	1.47		1.31		.55		.73		4.37		(7.17	)
Net asset value, end of period	$18.41		$16.94		$15.63		$15.08		$14.35		$  9.98
				��
Total Return
Total investment return based on net asset value (c)	8.68	%	8.38	%	3.65	%	5.09	%	43.79	%	(41.81	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$195,118		$177,350		$148,075		$164,721		$187,319		$99,528
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.16	%(d)	1.18	%(e)	1.17	%	1.13	%	1.37	%	1.46	%
Expenses, before waivers and reimbursements	1.16	%(d)	1.18	%(e)	1.17	%	1.31	%	1.37	%	1.46	%
Net investment loss	(.40	)%(d)	(.55	)%(e)	(.57	)%	(.47	)%(b)	(1.11	)%	(1.27	)%
Portfolio turnover rate	62	%	117	%	98	%	86	%	90	%	68	%

(a) Based on average shares outstanding.

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

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

(d) Annualized.

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

17

GLOBAL TECHNOLOGY PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Technology Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

18

AllianceBernstein Variable Products Series Fund

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.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”) for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods, and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International World Information Technology Index (Net) (the “Index”) over the 1-, 3- and 5-year periods. The directors noted that in the Performance Group comparison the Portfolio was in the 2nd quintile in the 1-year period, 4th quintile in the 3- and 5-year periods and 1 out of 1 in the 10-year period, and in the Performance Universe comparison the Portfolio was in the 3rd quintile in the 1-year period, 4th quintile in the 3- and 5-year periods and 3 out of 4 in the 10-year period. The comparative information showed that the Portfolio outperformed the Index in the 3-year period and underperformed the Index in the 1- and 5-year periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

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

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

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

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

19

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

broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

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

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

20

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion	$	434.2	Global Technology Portfolio
	65 bp on next $2.5 billion
	60 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.03% of the Fund’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio		Fiscal Year
Global Technology Portfolio	Class A 0.92	%	December 31
	Class B 1.18	%

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

21

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Global Technology Portfolio5	Global Technology Fund, Inc.	0.75% on first $2.5 billion	0.75	%
		0.65% on next $2.5 billion
		0.60% 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 International Technology Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Fund	Fee
International Technology Portfolio
Class A6	1.95	%
Class I (Institutional)	1.15	%

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

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

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

22

AllianceBernstein Variable Products Series Fund

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

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

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
Global Technology Portfolio	0.750	0.775	3/8

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Global Technology Portfolio	0.920	0.896	6/8	0.986	7/15

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

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

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

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

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

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 Small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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

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

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

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

23

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $400,033 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $416,302 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹²

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

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 $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁴ for the periods ended December 31, 2006.¹⁵

Global Technology Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	8.64	8.16	8.16	3/8	7/16
3 year	5.94	6.19	7.18	5/8	11/16
5 year	-0.01	0.71	0.99	6/8	12/16
10 year	6.04	N/A	8.09	1/1	3/4

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁶ versus its benchmark.¹⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁸

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Global Technology Portfolio	8.64	5.94	-0.01	6.04	6.44	22.31	0.01	5
MSCI World IT Index (Net)	9.31	5.50	1.33	N/A	N/A	23.12	0.07	5

Inception Date: January 11, 1996

CONCLUSION:

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

Dated: June 4, 2007

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

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

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

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

17 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,073.01	$	4.68	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56	0.91	%
Class B
Actual	$	1,000	$	1,071.35	$	5.96	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

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	9,996,558	4.7	%
Schlumberger Ltd.		9,978,751	4.7
Apple, Inc.		8,802,745	4.1
American International Group, Inc.		7,349,649	3.5
Boeing Co.		7,314,891	3.4
WellPoint, Inc.		7,048,190	3.3
Comcast Corp.—Class A		6,966,027	3.3
CB Richard Ellis Group, Inc.—Class A		6,900,325	3.3
Legg Mason, Inc.		6,596,379	3.1
The Goldman Sachs Group, Inc.		6,387,622	3.0
	$	77,341,137	36.4	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	53,207,562	25.0	%
Information Technology		53,194,786	25.0
Health Care		38,936,715	18.3
Consumer Discretionary		34,314,672	16.2
Industrials		21,240,717	10.0
Energy		9,978,751	4.7
Consumer Staples		1,157,685	0.6
Short-Term Investments		382,000	0.2
Total Investments	$	212,412,888	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The 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
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.7%
FINANCIALS–25.0%
CAPITAL MARKETS–12.4%
The Charles Schwab Corp.	180,080	$	3,695,242
The Goldman Sachs Group, Inc.	29,470		6,387,622
Greenhill & Co., Inc.	38,800		2,665,948
Legg Mason, Inc.	67,050		6,596,379
Lehman Brothers Holdings, Inc.	29,885		2,227,030
Merrill Lynch & Co., Inc.	57,350		4,793,313
			26,365,534
DIVERSIFIED FINANCIAL SERVICES–5.9%
Chicago Mercantile Exchange Holdings, Inc.—Class A	9,743		5,206,269
Citigroup, Inc.	41,820		2,144,948
JPMorgan Chase & Co.	108,170		5,240,837
			12,592,054
INSURANCE–3.5%
American International Group, Inc.	104,950		7,349,649
REAL ESTATE–3.2%
CB Richard Ellis Group, Inc.—Class A(a)	189,050		6,900,325
			53,207,562
INFORMATION TECHNOLOGY–25.0%
COMMUNICATIONS EQUIPMENT–4.8%
Cisco Systems, Inc.(a)	158,600		4,417,010
Qualcomm, Inc.	133,320		5,784,755
			10,201,765
COMPUTERS & PERIPHERALS–5.8%
Apple, Inc.(a)	72,130		8,802,745
Network Appliance, Inc.(a)	35,750		1,043,900
Sun Microsystems, Inc.(a)	459,630		2,417,654
			12,264,299
ELECTRONIC EQUIPMENT & INSTRUMENTS–2.4%
Amphenol Corp.—Class A	145,210		5,176,737
INTERNET SOFTWARE & SERVICES–6.1%
eBay, Inc.(a)	73,270		2,357,829
Google, Inc.—Class A(a)	19,100		9,996,558
VistaPrint, Ltd.(a)	19,110		730,957
			13,085,344
IT SERVICES–1.7%
Cognizant Technology Solutions Corp.—Class A(a)	33,560		2,520,020
Iron Mountain, Inc.(a)	39,960		1,044,155
			3,564,175

Company	Shares	U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.2%
Broadcom Corp.—Class A(a)	147,860	$	4,324,905
NVIDIA Corp.(a)	110,810		4,577,561
			8,902,466
			53,194,786
HEALTH CARE–18.3%
BIOTECHNOLOGY–6.1%
Celgene Corp.(a)	40,850		2,341,931
Genentech, Inc.(a)	78,200		5,916,612
Gilead Sciences, Inc.(a)	123,560		4,790,421
			13,048,964
HEALTH CARE EQUIPMENT & SUPPLIES–1.9%
Alcon, Inc.	29,520		3,982,543
HEALTH CARE PROVIDERS & SERVICES–5.6%
Medco Health Solutions, Inc.(a)	53,510		4,173,245
UnitedHealth Group, Inc.	12,320		630,045
WellPoint, Inc.(a)	88,290		7,048,190
			11,851,480
PHARMACEUTICALS–4.7%
Merck & Co., Inc.	68,510		3,411,798
Schering-Plough Corp.	31,800		967,992
Teva Pharmaceutical Industries, Ltd. (ADR)	137,550		5,673,938
			10,053,728
			38,936,715
CONSUMER DISCRETIONARY–16.2%
AUTO COMPONENTS–1.1%
Johnson Controls, Inc.	19,400		2,245,938
DIVERSIFIED CONSUMER SERVICES–1.1%
Strayer Education, Inc.	18,270		2,406,342
HOTELS, RESTAURANTS & LEISURE–2.0%
Chipotle Mexican Grill, Inc.—Class A(a)	49,970		4,261,442
MEDIA–3.3%
Comcast Corp.—Class A(a)	247,725		6,966,027
MULTILINE RETAIL–2.6%
Kohl’s Corp.(a)	76,985		5,468,244
SPECIALTY RETAIL–2.5%
Dick’s Sporting Goods, Inc.(a)	90,260		5,250,424
TEXTILES, APPAREL & LUXURY GOODS–3.6%
Coach, Inc.(a)	46,720		2,214,061
Under Armour, Inc.—Class A(a)	120,530		5,502,194
			7,716,255
			34,314,672

3

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

Company	Shares	U.S. $ Value
INDUSTRIALS–10.0%
AEROSPACE & DEFENSE–4.0%
Boeing Co.	76,070	$	7,314,891
United Technologies Corp.	15,020		1,065,369
			8,380,260
CONSTRUCTION & ENGINEERING–0.7%
Jacobs Engineering Group, Inc.(a)	26,580		1,528,616
ELECTRICAL EQUIPMENT–2.5%
Ametek, Inc.	84,760		3,363,277
Emerson Electric Co.	42,320		1,980,576
			5,343,853
MACHINERY–2.8%
Actuant Corp.—Class A	6,730		424,393
Danaher Corp.	73,690		5,563,595
			5,987,988
			21,240,717
ENERGY–4.7%
ENERGY EQUIPMENT & SERVICES–4.7%
Schlumberger, Ltd.	117,480		9,978,751
CONSUMER STAPLES–0.5%
PERSONAL PRODUCTS–0.5%
Bare Escentuals, Inc.(a)	33,900		1,157,685
Total Common Stocks (cost $156,461,606)			212,030,888

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
The Bank of New York 4.25%, 7/02/07 (cost $382,000)	$	382	$	382,000
TOTAL INVESTMENTS–99.9% (cost $156,843,606)				212,412,888
Other assets less liabilities–0.1%				128,641
NET ASSETS–100.0%			$	212,541,529

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

4

GROWTH PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $156,843,606)	$	212,412,888
Cash		717
Receivable for investment securities sold		1,702,257
Dividends and interest receivable		84,851
Receivable for capital stock sold		5,270
Total assets		214,205,983
LIABILITIES
Payable for investment securities purchased		1,152,425
Payable for capital stock redeemed		143,916
Advisory fee payable		137,095
Printing fee payable		117,001
Distribution fee payable		27,253
Administrative fee payable		19,223
Transfer Agent fee payable		59
Accrued expenses		67,482
Total liabilities		1,664,454
NET ASSETS	$	212,541,529
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,889
Additional paid-in capital		225,215,793
Accumulated net investment loss		(436,484	)
Accumulated net realized loss on investment transactions		(67,816,951	)
Net unrealized appreciation of investments		55,569,282
	$	212,541,529

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	85,500,955	3,930,328	$	21.75
B	$	127,040,574	5,958,702	$	21.32

See Notes to Financial Statements.

5

GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $13,691)	$	714,119
Interest		13,245
Total investment income		727,364
EXPENSES
Advisory fee		822,540
Distribution fee—Class B		161,996
Transfer agency—Class A		1,015
Transfer agency—Class B		1,466
Custodian		61,256
Administrative		47,000
Printing		35,221
Audit		19,111
Legal		7,707
Directors’ fees		740
Miscellaneous		5,796
Total expenses		1,163,848
Net investment loss		(436,484	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		12,229,381
Net change in unrealized appreciation/depreciation of investments		3,505,048
Net gain on investment transactions		15,734,429
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	15,297,945

See Notes to Financial Statements.

6

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

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(436,484	)	$	(907,564	)
Net realized gain on investment transactions		12,229,381			30,221,262
Net change in unrealized appreciation/depreciation of investments		3,505,048			(35,533,738	)
Net increase (decrease) in net assets from operations		15,297,945			(6,220,040	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(27,552,606	)		(60,113,680	)
Total decrease		(12,254,661	)		(66,333,720	)
NET ASSETS
Beginning of period		224,796,190			291,129,910
End of period (including accumulated net investment loss of ($436,484) and $0, respectively)	$	212,541,529		$	224,796,190

See Notes to Financial Statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

8

AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .75% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $70,594 none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

9

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

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	44,254,883		$	70,925,665
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	$	56,174,850
Gross unrealized depreciation		(605,568	)
Net unrealized appreciation	$	55,569,282

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

10

AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) call options and purchase put options on U.S. securities and foreign currencies that are traded on U.S. securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)	Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	68,361	269,283		$	1,435,894		$	5,345,370
Shares redeemed	(747,646)	(1,689,477	)		(15,740,916	)		(33,240,111	)
Net decrease	(679,285)	(1,420,194	)	$	(14,305,022	)	$	(27,894,741	)
Class B
Shares sold	120,834	496,149		$	2,464,192		$	9,823,717
Shares redeemed	(763,655)	(2,210,469	)		(15,711,776	)		(42,042,656	)
Net decrease	(642,821)	(1,714,320	)	$	(13,247,584	)	$	(32,218,939	)

NOTE F: Risks Involved in Investing in the Portfolio

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

11

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

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(79,551,192	)(a)
Unrealized appreciation/(depreciation)		51,569,094	(b)
Total accumulated earnings/(deficit)	$	(27,982,098	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $79,551,192 of which $64,635,720 expires in the year 2010 and $14,915,472 expires in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $30,545,514.

(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 dividends received.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by

12

AllianceBernstein Variable Products Series Fund

alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

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

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$20.27		$20.49		$18.30		$15.95		$11.81		$16.42
Income From Investment Operations
Net investment loss (a)	(.03	)	(.04	)	(.08	)	(.07	)	(.06	)	(.06	)
Net realized and unrealized gain (loss) on investment transactions	1.51		(.18	)	2.27		2.42		4.20		(4.55	)
Net increase (decrease) in net asset value from operations	1.48		(.22	)	2.19		2.35		4.14		(4.61	)
Net asset value, end of period	$21.75		$20.27		$20.49		$18.30		$15.95		$11.81
Total Return
Total investment return based on net asset value (b)	7.30	%	(1.07	)%	11.97	%	14.73	%	35.06	%	(28.08	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$85,501		$93,459		$123,535		$137,345		$141,809		$121,439
Ratio to average net assets of:
Expenses	.91	%(c)	.90	%(d)	.88	%	.88	%	.89	%	.88	%
Net investment loss	(.25	)%(c)	(.22	)%(d)	(.43	)%	(.43	)%	(.43	)%	(.44	)%
Portfolio turnover rate	20	%	55	%	49	%	56	%	49	%	38	%

See footnote summary on page 16.

15

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$19.90		$20.15		$18.05		$15.76		$11.70		$16.31
Income From Investment Operations
Net investment loss (a)	(.05	)	(.09	)	(.12	)	(.11	)	(.09	)	(.09	)
Net realized and unrealized gain (loss) on investment transactions	1.47		(.16	)	2.22		2.40		4.15		(4.52	)
Net increase (decrease) in net asset value from operations	1.42		(.25	)	2.10		2.29		4.06		(4.61	)
Net asset value, end of period	$21.32		$19.90		$20.15		$18.05		$15.76		$11.70
Total Return
Total investment return based on net asset value (b)	7.14	%	(1.24	)%	11.64	%	14.53	%	34.70	%	(28.26	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$127,041		$131,337		$167,595		$152,899		$120,460		$71,724
Ratio to average net assets of:
Expenses	1.16	%(c)	1.15	%(d)	1.13	%	1.13	%	1.14	%	1.13	%
Net investment loss	(.50	)%(c)	(.47	)%(d)	(.68	)%	(.68	)%	(.68	)%	(.69	)%
Portfolio turnover rate	20	%	55	%	49	%	56	%	49	%	38	%

(a) Based on average shares outstanding.

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

(c) Annualized.

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

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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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

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

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 3000 Growth Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (September 1990 inception). The directors noted that in the Performance Group and Performance Universe comparisons the Portfolio was in the 5th quintile in the 1-year period, 4th quintile in the 3-year period and 3rd quintile in the 5-year period, and in the 10-year period the Portfolio was in the 5th quintile in the Performance Group comparison and 4th quintile in the Performance Universe comparison. The comparative information showed that the Portfolio outperformed the Index in all periods reviewed except in the 1-year period when it underperformed the Index. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser (including the Adviser’s view that its “high conviction” style of growth investing had been out of favor for several years), and of the enhancements to its investment process being implemented by the Adviser with a view to improving investment performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was understandable. The directors informed the Adviser that they planned to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

18

AllianceBernstein Variable Products Series Fund

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

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

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 3 basis points, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

19

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion	$	217.0	Growth Portfolio
	65 bp on next $2.5 billion
	60 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.03% of the Fund’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio			Fiscal Year
Growth Portfolio	Class A	0.90	%	December 31
	Class B	1.15	%

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

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

20

AllianceBernstein Variable Products Series Fund

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Growth Portfolio	$	217.0	U.S. Growth Schedule	0.400	%	0.750	%
			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 $10m

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

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

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

Portfolio	ACITM Mutual Fund	Fee
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund A/B6	0.75	%

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 This ACITM fund is privately placed or institutional.

21

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

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

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

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
Growth Portfolio	0.750	0.750	7/13

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 EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Growth Portfolio	0.880	0.775	10/13	0.814	33/50

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

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

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

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

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to

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

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

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

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

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

22

AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $364,558 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $365,270 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹²

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

23

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

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁴ for the periods ended December 31, 2006.¹⁵

Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	-1.07	6.67	7.89	12/13	57/59
3 year	8.32	8.36	9.72	8/13	35/52
5 year	4.30	4.30	4.45	6/12	25/45
10 year	5.77	6.45	6.84	7/8	15/20

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁶ versus its benchmark.¹⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁸

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Growth Portfolio	-1.07	8.32	4.30	5.78	9.95	20.63	0.20	10
Russell 3000 Growth Index	9.46	7.17	3.02	5.34	8.83	19.37	0.17	10
Inception Date: September 15, 1994

CONCLUSION:

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

Dated: June 4, 2007

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

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

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

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

17 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GROWTH & INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Growth & Income Portfolio	Beginning Account Value     January 1, 2007		Ending Account Value       June 30, 2007		Expenses Paid     During Period*		Annualized     Expense Ratio*
Class A
Actual	$	1,000	$	1,060.98	$	3.07	0.60	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.82	$	3.01	0.60	%
Class B
Actual	$	1,000	$	1,059.65	$	4.34	0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.58	$	4.26	0.85	%

* 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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
American International Group, Inc.	$	112,048,000	4.6	%
Procter & Gamble Co.		102,340,275	4.2
Emerson Electric Co.		86,598,720	3.5
JPMorgan Chase & Co.		86,584,995	3.5
Sun Microsystems, Inc.		80,766,774	3.3
WellPoint, Inc.		79,766,136	3.3
Microsoft Corp.		79,112,215	3.2
Time Warner, Inc.		76,926,448	3.1
Citigroup, Inc.		76,719,582	3.1
Loews Corp. (Common and Carolina Group)		74,222,990	3.0
	$	855,086,135	34.8	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	712,049,835	29.0	%
Health Care		396,203,123	16.1
Consumer Staples		321,986,820	13.1
Information Technology		281,666,577	11.5
Energy		179,528,697	7.3
Consumer Discretionary		168,043,290	6.9
Industrials		161,356,399	6.6
Telecommunication Services		108,740,776	4.4
Materials		52,240,500	2.1
Utilities		27,137,973	1.1
Short-Term Investments		45,480,000	1.9
Total Investments	$	2,454,433,990	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The 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
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.2%
FINANCIALS–29.0%
CAPITAL MARKETS–4.8%
The Bank of New York Co., Inc.	835,100	$	34,606,544
Franklin Resources, Inc.	67,800		8,981,466
Lehman Brothers Holdings, Inc.	254,400		18,957,888
Merrill Lynch & Co., Inc.	375,400		31,375,932
Northern Trust Corp.	393,900		25,304,136
			119,225,966
COMMERCIAL BANKS–2.5%
Wachovia Corp.	230,500		11,813,125
Wells Fargo & Co.	1,150,000		40,445,500
Zions Bancorporation	106,800		8,213,988
			60,472,613
DIVERSIFIED FINANCIAL SERVICES–8.5%
Bank of America Corp.	925,200		45,233,028
Citigroup, Inc.	1,495,800		76,719,582
JPMorgan Chase & Co.	1,787,100		86,584,995
			208,537,605
INSURANCE–11.7%
ACE Ltd.	693,200		43,338,864
Allstate Corp.	186,100		11,447,011
American International Group, Inc.	1,600,000		112,048,000
Axis Capital Holdings Ltd.	1,355,700		55,109,205
Hartford Financial Services Group, Inc.	147,600		14,540,076
Loews Corp.	642,300		32,744,454
Willis Group Holdings Ltd.	392,400		17,289,144
			286,516,754
THRIFTS & MORTGAGE FINANCE–1.5%
Federal National Mortgage Association	570,900		37,296,897
			712,049,835
HEALTH CARE–16.2%
HEALTH CARE EQUIPMENT & SUPPLIES–1.7%
Alcon, Inc.	66,500		8,971,515
Becton Dickinson & Co.	418,900		31,208,050
			40,179,565
HEALTH CARE PROVIDERS & SERVICES–9.2%
Aetna, Inc.	581,700		28,735,980
Laboratory Corp. of America Holdings(a)	332,600		26,029,276
Medco Health Solutions, Inc.(a)	223,800		17,454,162
UnitedHealth Group, Inc.	1,434,900		73,380,786
WellPoint, Inc.(a)	999,200		79,766,136
			225,366,340

Company	Shares	U.S. $ Value
PHARMACEUTICALS–5.3%
Eli Lilly & Co.	727,100	$	40,630,348
Merck & Co., Inc.	592,500		29,506,500
Schering-Plough Corp.	501,000		15,250,440
Wyeth	789,500		45,269,930
			130,657,218
			396,203,123
CONSUMER STAPLES–13.1%
BEVERAGES–0.9%
PepsiCo, Inc.	333,100		21,601,535
FOOD & STAPLES RETAILING–2.4%
CVS Caremark Corp.	629,100		22,930,695
Safeway, Inc.	477,700		16,256,131
Walgreen Co.	485,100		21,121,254
			60,308,080
FOOD PRODUCTS–1.7%
Campbell Soup Co.	544,700		21,139,807
Kellogg Co.	408,300		21,145,857
			42,285,664
HOUSEHOLD PRODUCTS–4.2%
Procter & Gamble Co.	1,672,500		102,340,275
TOBACCO–3.9%
Altria Group, Inc.	769,500		53,972,730
Loews Corp.—Carolina Group	536,800		41,478,536
			95,451,266
			321,986,820
INFORMATION TECHNOLOGY–11.5%
COMMUNICATIONS EQUIPMENT–1.4%
Cisco Systems, Inc.(a)	1,186,600		33,046,810
COMPUTERS & PERIPHERALS–4.1%
International Business Machines Corp.	195,900		20,618,475
Sun Microsystems, Inc.(a)	15,354,900		80,766,774
			101,385,249
IT SERVICES–2.1%
Accenture Ltd.—Class A	855,800		36,705,262
Fiserv, Inc.(a)	268,400		15,245,120
			51,950,382
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.7%
International Rectifier Corp.(a)	434,029		16,171,921
SOFTWARE–3.2%
Microsoft Corp.	2,684,500		79,112,215
			281,666,577

3

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

Company	Shares	U.S. $ Value
ENERGY–7.3%
ENERGY EQUIPMENT & SERVICES–0.3%
Nabors Industries Ltd.(a)	249,000	$	8,311,620
OIL, GAS & CONSUMABLE FUELS–7.0%
Chevron Corp.	577,700		48,665,448
Exxon Mobil Corp.	863,100		72,396,828
Total SA (ADR)	619,348		50,154,801
			171,217,077
			179,528,697
CONSUMER DISCRETIONARY–6.9%
DIVERSIFIED CONSUMER SERVICES–0.4%
Apollo Group, Inc.—Class A(a)	166,400		9,722,752
HOTELS RESTAURANTS & LEISURE–0.8%
McDonald’s Corp.	367,200		18,639,072
MEDIA–5.7%
Comcast Corp.—Class A(a)	637,100		17,915,252
News Corp.—Class A	1,455,300		30,866,913
Omnicom Group, Inc.	120,000		6,350,400
Time Warner, Inc.	3,656,200		76,926,448
Viacom, Inc.—Class B(a)	183,100		7,622,453
			139,681,466
			168,043,290
INDUSTRIALS–6.6%
AEROSPACE & DEFENSE–1.0%
United Technologies Corp.	325,000		23,052,250
AIRLINES–0.2%
Southwest Airlines Co.	327,900		4,888,989
ELECTRICAL EQUIPMENT–3.5%
Emerson Electric Co.	1,850,400		86,598,720
INDUSTRIAL CONGLOMERATES–1.9%
General Electric Co.	1,223,000		46,816,440
			161,356,399

Company	Shares		U.S. $ Value
TELECOMMUNICATION SERVICES–4.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.4%
AT&T, Inc.		1,754,400	$	72,807,600
Verizon Communications, Inc.		872,800		35,933,176
				108,740,776
MATERIALS–2.1%
CHEMICALS–2.1%
Air Products & Chemicals, Inc.		650,000		52,240,500
UTILITIES–1.1%
ELECTRIC UTILITIES–0.2%
The Southern Co.		147,700		5,064,633
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.9%
The AES Corp.(a)		996,000		21,792,480
MULTI-UTILITIES–0.0%
PG&E Corp.		6,200		280,860
				27,137,973
Total Common Stocks (cost $1,934,455,586)				2,408,953,990
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.9%
TIME DEPOSIT–1.9%
The Bank of New York 4.25%, 7/02/07 (cost $45,480,000)	$	45,480		45,480,000
TOTAL INVESTMENTS–100.1% (cost $1,979,935,586)				2,454,433,990
Other assets less liabilities–(0.1)%				(1,426,026	)
NET ASSETS–100.0%			$	2,453,007,964

4

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,979,935,586)	$	2,454,433,990
Cash		3,275
Receivable for investment securities sold		25,904,060
Dividends and interest receivable		2,233,761
Receivable for capital stock sold		113,766
Total assets		2,482,688,852
LIABILITIES
Payable for investment securities purchased		25,198,068
Payable for capital stock redeemed		2,370,096
Advisory fee payable		1,165,443
Distribution fee payable		421,973
Administrative fee payable		19,223
Transfer Agent fee payable		59
Accrued expenses		506,026
Total liabilities		29,680,888
NET ASSETS	$	2,453,007,964
COMPOSITION OF NET ASSETS
Capital stock, at par	$	91,266
Additional paid-in capital		1,828,007,012
Undistributed net investment income		16,061,698
Accumulated net realized gain on investment transactions		134,349,584
Net unrealized appreciation of investments		474,498,404
	$	2,453,007,964

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	502,267,882	18,557,367	$	27.07
B	$	1,950,740,082	72,708,972	$	26.83

See Notes to Financial Statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $125,119)	$	24,618,922
Interest		1,641,506
Total investment income		26,260,428
EXPENSES
Advisory fee		6,886,288
Distribution fee—Class B		2,489,875
Transfer agency—Class A		1,177
Transfer agency—Class B		4,529
Printing		339,501
Custodian		123,909
Legal		57,285
Administrative		47,000
Audit		19,111
Directors’ fees		1,335
Miscellaneous		55,320
Total expenses		10,025,330
Net investment income		16,235,098
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		139,951,673
Net change in unrealized appreciation/depreciation of investments		(16,014,876	)
Net gain on investment transactions		123,936,797
Contribution from Adviser (see Note B)		5,490,338
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	145,662,233

See Notes to Financial Statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	16,235,098		$	30,599,546
Net realized gain on investment transactions		139,951,673			137,341,083
Net change in unrealized appreciation/depreciation of investments		(16,014,876	)		230,009,742
Contribution from Adviser		5,490,338			–0–
Net increase in net assets from operations		145,662,233			397,950,371
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(7,215,789	)		(7,445,666	)
Class B		(23,356,429	)		(21,954,052	)
Net realized gain on investment transactions
Class A		(24,491,029	)		(27,071,472	)
Class B		(96,075,101	)		(98,572,218	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(85,211,555	)		(344,275,984	)
Total decrease		(90,687,670	)		(101,369,021	)
NET ASSETS
Beginning of period		2,543,695,634			2,645,064,655
End of period (including undistributed net investment income of $16,061,698 and $30,398,818, respectively)	$	2,453,007,964		$	2,543,695,634

See Notes to Financial Statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Growth & Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek reasonable current income and reasonable opportunity for appreciation through investments primarily in dividend-paying, common stocks of good quality. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

8

AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, under the terms of an investment advisory agreement, the Portfolio paid the Adviser an advisory fee at an annual rate of .625% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

During the period ended June 30, 2007, and in response to the Independent Director’s request, the Adviser made a payment of $5,490,338 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

9

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

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $1,019,260, of which $68,333 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	597,570,110		$	741,405,173
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	$	479,974,785
Gross unrealized depreciation		(5,476,381	)
Net unrealized appreciation	$	474,498,404

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

10

AllianceBernstein Variable Products Series Fund

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

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

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	835,144		2,064,629		$	23,010,516		$	51,573,410
Shares issued in reinvestment of dividends and distributions	1,167,409		1,481,422			31,706,818			34,517,138
Shares redeemed	(2,928,910	)	(7,031,345	)		(80,925,219	)		(177,773,452	)
Net decrease	(926,357	)	(3,485,294	)	$	(26,207,885	)	$	(91,682,904	)
Class B
Shares sold	956,012		5,483,289		$	26,315,520		$	132,876,586
Shares issued in reinvestment of dividends and distributions	4,434,888		5,215,330			119,431,530			120,526,270
Shares redeemed	(7,461,099	)	(20,044,146	)		(204,750,720	)		(505,995,936	)
Net decrease	(2,070,199	)	(9,345,527	)	$	(59,003,670	)	$	(252,593,080	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which

11

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

could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	29,399,718	$	35,565,876
Net long-term capital gains		125,643,690		–0	–
Total taxable distributions		155,043,408		35,565,876
Total distributions paid	$	155,043,408	$	35,565,876

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	37,965,099
Undistributed long-term capital gains		112,649,399
Unrealized appreciation/(depreciation)		485,261,641	(a)
Total accumulated earnings/(deficit)	$	635,876,139

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

12

AllianceBernstein Variable Products Series Fund

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance

13

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

Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

14

AllianceBernstein Variable Products Series Fund

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

15

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$27.19		$24.88		$24.08		$21.80		$16.62		$22.16
Income From Investment Operations
Net investment income (a)	.21		.36		.31		.36	(b)	.23		.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.40		3.66		.85		2.12		5.15		(5.01	)
Contribution from Adviser	.06		–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.67		4.02		1.16		2.48		5.38		(4.79	)
Less: Dividends and Distributions
Dividends from net investment income	(.41	)	(.37	)	(.36	)	(.20	)	(.20	)	(.12	)
Distributions from net realized gain on investment transactions	(1.38	)	(1.34	)	–0	–	–0	–	–0	–	(.63	)
Total dividends and distributions	(1.79	)	(1.71	)	(.36	)	(.20	)	(.20	)	(.75	)
Net asset value, end of period	$27.07		$27.19		$24.88		$24.08		$21.80		$16.62
Total Return
Total investment return based on net asset value (c)	6.10	%	17.29	%	4.86	%	11.46	%	32.50	%	(22.05	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$502,268		$529,732		$571,372		$627,689		$603,673		$456,402
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.60	%(d)	.61	%(e)	.59	%	.60	%	.66	%	.68	%
Expenses, before waivers and reimbursements	.60	%(d)	.61	%(e)	.59	%	.65	%	.66	%	.68	%
Net investment income	1.49	%(d)	1.42	%(e)	1.29	%	1.62	%(b)	1.25	%	1.15	%
Portfolio turnover rate	25	%	60	%	72	%	50	%	57	%	69	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$26.93		$24.65		$23.87		$21.62		$16.49		$22.03
Income From Investment Operations
Net investment income (a)	.17		.29		.25		.31	(b)	.18		.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.39		3.63		.83		2.10		5.11		(4.98	)
Contribution from Adviser	.06		–0	–	–0	–	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.62		3.92		1.08		2.41		5.29		(4.81	)
Less: Dividends and Distributions
Dividends from net investment income	(.34	)	(.30	)	(.30	)	(.16	)	(.16	)	(.10	)
Distributions from net realized gain on investment transactions	(1.38	)	(1.34	)	–0	–	–0	–	–0	–	(.63	)
Total dividends and distributions	(1.72	)	(1.64	)	(.30	)	(.16	)	(.16	)	(.73	)
Net asset value, end of period	$26.83		$26.93		$24.65		$23.87		$21.62		$16.49
Total Return
Total investment return based on net asset value (c)	5.97	%	16.98	%	4.60	%	11.22	%	32.18	%	(22.26	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,950,740		$2,013,964		$2,073,693		$2,044,741		$1,671,671		$1,067,952
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.85	%(d)	.86	%(e)	.85	%	.85	%	.91	%	.93	%
Expenses, before waivers and reimbursements	.85	%(d)	.86	%(e)	.85	%	.90	%	.91	%	.93	%
Net investment income	1.24	%(d)	1.17	%(e)	1.05	%	1.39	%(b)	.99	%	.91	%
Portfolio turnover rate	25	%	60	%	72	%	50	%	57	%	69	%

(a) Based on average shares outstanding.

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

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

(d) Annualized.

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

17

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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

18

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Value Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (January 1991 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 4th quintile in the 1- and 5-year periods, 5th quintile in the 3-year period and 3rd quintile in the 10-year period, and in the Performance Universe comparison the Portfolio was in the 4th quintile in the 1- and 3-year periods, 3rd quintile in the 5-year period and 2nd quintile in the 10-year period. The comparative information showed that the Portfolio underperformed the Index in all periods reviewed. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was understandable. The directors informed the Adviser that they planned to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

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 since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

19

GROWTH & INCOME 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 expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 54.8 basis points, plus the less than 1 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was the same as the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

20

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	2,480.1	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 $86,750 (0.003% of the Fund’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio		Fiscal Year
Growth & Income Portfolio	Class A 0.61 Class B 0.86	% %	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

21

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Growth & Income	$	2,480.1	Relative Value Schedule	0.262	%	0.550	%
Portfolio			65 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $10m

The Adviser also manages AllianceBernstein Growth & Income Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Growth & Income Fund, Inc.:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.55%

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

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

22

AllianceBernstein Variable Products Series Fund

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

Fund	Fee
American Value Portfolio Class A6	1.50	%
Class I (Institutional)	0.70	%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fees for each of these sub-advisory relationships:

Portfolio	Sub-Advised Fund	Fee Schedule
Growth & Income Portfolio	Client No. 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter
	Client No.27	0.30%
	Client No.37	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter

It is fair to note that the services the Adviser provides, pursuant to the sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

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

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

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

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

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

7 The client is an affiliate of the Adviser.

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

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

23

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

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Growth & Income Portfolio11	0.548	0.560	8/19

However, because Lipper had expanded the EG of the Fund, 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.¹² A “normal” EU will include funds that have the same investment classification/objective as the subject Fund.¹³

Portfolio	Expense Ratio (%)14	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Growth & Income Portfolio15	0.595	0.595	9/19	0.788	18/113

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $4,944,774 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $1,901,635 on behalf of the Portfolio to ABI.

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

11 The Portfolio’s EG includes the Portfolio, seven other variable insurance product (“VIP”) Large-Cap Value funds (“LCVE”) and eleven VIP Large-Cap Core funds (“LCCE”).

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

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

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

24

AllianceBernstein Variable Products Series Fund

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁶

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 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 December 31, 2006.¹⁹

Growth & Income Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	17.29	17.44	19.31	5/8	34/45
3 year	11.09	11.68	12.12	7/8	31/42
5 year	7.20	7.43	7.52	5/8	21/35
10 year	10.87	10.87	8.61	3/5	4/14

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

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

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

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.

25

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

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmark.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending December 31, 2006 Annualized Performance
					Since Inception (%)	Annualized		Risk Period (Year)
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)		Volatility (%)	Sharpe (%)
Growth & Income Portfolio	17.29	11.09	7.20	10.87	11.74	16.06	0.49	10
Russell 1000 Value Index	22.25	15.09	10.86	11.00	13.48	14.21	0.54	10
Inception Date: January 14, 1991

CONCLUSION:

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

Dated: June 4, 2007

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 December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

26

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pays 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 schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/06 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	2,369.0	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. Indicated below is the reimbursement amount, which the Adviser received from the Portfolio in the Portfolio’s most recently completed fiscal year:

Portfolio	Amount		As a % of Average Daily Net Assets
Growth & Income Portfolio	$	75,250	0.00	%

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

Portfolio	Total Expense Ratio		Fiscal Year
Growth & Income Portfolio	Class A 0.59	%	December 31
	Class B 0.85	%

1 It should be noted that the information in the fee summary was completed on June 24, 2006 and presented to the Board of Directors on August 1, 2006 in accordance with the September 1, 2004 Assurance of Discontinuance between the NYAG and the Adviser. It also should be noted that references in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

2 Future references to the Portfolio do not include “AllianceBernstein.”

3 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the New York State Attorney General.

27

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses is reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the Portfolio 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. It should be noted that the Adviser has indicated that with respect to institutional accounts with assets greater than $300, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship. To the extent that certain of these institutional relationships are with affiliates of the Adviser, the fee schedules may not reflect arms-length bargaining or negotiations. 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 applied to the Portfolio versus the Portfolio’s advisory fee:

Portfolio	Net Assets 06/30/06 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Institutional Advisory Fee		Fund Advisory Fee4
Growth & Income	$2,369.0	Relative Value Schedule	0.262	%	0.543	%5
Portfolio		65 bp on the first $25 million 50 bp on the next $25 million 40 bp on the next $50 million 30 bp on the next $100 million 25 bp on the balance Minimum account size $10m

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

Portfolio	AllianceBernstein Mutual Fund	Advisory Fee Based on % of Average Daily Net Assets
Growth & Income Portfolio	Growth & Income Fund, Inc.	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance

4 Fund advisory information was provided by Lipper. See Section II for additional discussion.

5 This effective advisory fee rate is based on a hypothetical asset level ($2.675 billion) used by Lipper.

28

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg, and sold to non-United States resident investors. The Adviser charges the following “all-in” fee⁶ for the Luxembourg fund that has a similar investment style as the Portfolio:

Fund	Fee
Equity Value	1.50	%

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fees for each of these sub-advisory relationships:

Portfolio	Sub-Advised Fund	Fee Schedule
Growth & Income Portfolio	Client No. 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter
	Client No. 2	0.60% on first $1 billion 0.55% thereafter
	Client No.37	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter
	Client No.47	0.30%

It is fair to note that the services of the Adviser provides, pursuant to the sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arms-length bargaining or negotiations.

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

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

Portfolio	Effective Management Fee9	Lipper Group Median	Rank
Growth & Income Portfolio	0.543	0.557	6/14

6 The “all-in” fee shown is for the Class A shares of Equity Value. This fee covers investment advisory services and distribution related services.

7 The client is an affiliate of the Adviser.

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

29

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

Lipper also analyzed the total expense ratio of the Portfolio in comparison to its Lipper Expense Group¹⁰ and Lipper Expense Universe.¹¹ Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense Universe as a broader group, consisting of all funds in the same investment classification/objective with a similar load type as the subject Portfolio. The result of that analysis is set forth below:

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Growth & Income Portfolio	0.595	0.595	7/14	0.841	14/128

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 MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

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

The profitability information for the Portfolio prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2005 relative to 2004.

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 they 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, front-end sales loads, contingent deferred sales charges (“CDSC”) and commissions for providing brokerage services. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. Additional information regarding distribution related fees can be found in the prospectus of the Portfolio.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. During the fiscal year ended December 31, 2005, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received the amount set forth below in Rule 12b-1 fees:

Portfolio	12b-1 Fees Received
Growth & Income Portfolio	$	5,194,420

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 to Class B shares. During the fiscal year ended December 31, 2005, the Adviser determined that it made the following payment on behalf of the Portfolio to ABI:

Portfolio	Adviser Payment to ABI
Growth Portfolio	$	1,981,357

10 Lipper uses the following criteria in screening funds to be included in the Portfolios expense group: variable product, fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. A Lipper Expense Group will typically consist of seven to twenty funds.

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

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

30

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, keeping 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 firm over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹³

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets exceeds its initial breakpoint its shareholders benefit from a lower fee rate.

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

With assets under management of $625 billion as June 30, 2006, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, which was prepared by Lipper, shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group¹⁵ and Lipper Performance Universe¹⁶ for the periods ended April 30, 2006:

Growth & Income Portfolio	Group	Universe
1 year	2/4	39/51
3 year	4/4	38/47
5 year	2/3	19/33
10 year	1/2	2/12

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

14 The performance rankings are for the Class A shares of the Portfolio.

15 The Lipper Performance Group is identical to the Lipper Expense Group.

16 For the Lipper Performance Universe, Lipper included the Portfolio and all of the funds of the same Lipper Classification/ Objective and load type, regardless of asset size.

31

GROWTH & INCOME 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)¹⁷ versus its benchmarks:¹⁸

				Periods Ending April 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
Growth & Income Portfolio	9.45	17.72	5.22	11.34	11.45
Russell 1000 Value Index	13.31	21.77	7.79	10.97	13.12

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Portfolio is reasonable and within the range of what would have been negotiated at arms-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 7, 2006

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

18 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2006 in order to maintain consistency with Lipper’s performance rankings in the analysis.

32

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERNATIONAL GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,106.07	$	5.95	1.14	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.14	$	5.71	1.14	%
Class B
Actual	$	1,000	$	1,104.84	$	7.25	1.39	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.90	$	6.95	1.39	%

* 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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Credit Suisse Group	$	3,110,829	2.4	%
Total SA		3,103,756	2.4
UniCredito Italiano SpA		2,889,374	2.2
Nestle SA		2,640,816	2.0
Fiat SpA		2,511,230	1.9
Nomura Holdings, Inc.		2,478,421	1.9
Investimentos Itau, SA		2,282,153	1.7
Mitsubishi UFJ Financial Group, Inc.		2,226,179	1.7
Cia Vale Do Rio Doce (ADR and Sponsored ADR)		2,203,945	1.7
Banco Bilbao Vizcaya Argentaria, SA		2,133,739	1.6
	$	25,580,442	19.5	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	34,684,672	26.6	%
Consumer Discretionary		16,819,365	12.9
Industrials		14,054,740	10.8
Health Care		12,186,515	9.3
Telecommunication Services		11,006,297	8.4
Consumer Staples		10,820,614	8.3
Energy		10,365,080	7.9
Information Technology		7,392,576	5.7
Materials		6,287,490	4.8
Utilities		4,501,401	3.5
Short-Term Investments		2,326,000	1.8
Total Investments	$	130,444,750	100.0	%

* Long-term investments.

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

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	18,270,411	14.0	%
France		17,451,983	13.4
United Kingdom		14,512,368	11.1
Switzerland		13,232,553	10.1
Brazil		7,802,765	6.0
Spain		5,834,839	4.5
Italy		5,400,604	4.1
South Africa		4,123,264	3.2
Mexico		4,053,394	3.1
Germany		3,640,479	2.8
Australia		3,565,683	2.7
Russia		3,152,036	2.4
Other		27,078,371	20.8
Short-Term Investments		2,326,000	1.8
Total Investments	$	130,444,750	100.0	%

* The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represents 2.4% or less in the following countries: Austria, Canada, Chile, China, Czech Republic, Egypt, Finland, Greece, Hungary, India, Indonesia, Ireland, Israel, Luxembourg, Malaysia, Netherlands, South Korea, Sweden, Taiwan and Turkey.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.8%
FINANCIALS–26.5%
CAPITAL MARKETS–7.8%
3i Group PLC	56,766	$	1,321,377
Credit Suisse Group	43,820		3,110,829
Macquarie Bank Ltd.	21,694		1,558,176
Nomura Holdings, Inc.	127,600		2,478,421
UBS AG (Swiss Virt-X)	28,895		1,728,046
			10,196,849
COMMERCIAL BANKS–15.9%
Allied Irish Banks PLC	38,326		1,046,949
Anglo Irish Bank Corp. PLC (Dublin)	55,731		1,143,793
Banco Bilbao Vizcaya Argentaria SA	87,252		2,133,739
Banco Santander Chile, SA (ADR)	6,300		312,102
Bank Central Asia Tbk PT	995,500		600,281
Bank Hapoalim BM	120,758		588,321
BNP Paribas SA	15,702		1,865,140
Commerzbank AG	20,805		992,309
Industrial & Commercial Bank of China, Ltd.—Class H	2,692,000		1,496,369
Investimentos Itau, SA	367,162		2,282,153
Kookmin Bank (ADR)	14,308		1,255,098
Malayan Banking Bhd	246,100		855,224
Mitsubishi UFJ Financial Group, Inc.	202		2,226,179
Turkiye Is Bankasi—Class C	207,668		964,953
UniCredito Italiano SpA	323,500		2,889,374
VTB Bank OJSC (GDR)(a)(b)	10,500		115,290
			20,767,274
DIVERSIFIED FINANCIAL SERVICES–1.8%
FirstRand Ltd.	383,559		1,219,265
ING Groep NV	25,557		1,124,861
			2,344,126
INSURANCE–1.0%
Prudential PLC	1,085		15,444
Swiss Reinsurance	14,923		1,360,979
			1,376,423
			34,684,672
CONSUMER DISCRETIONARY–12.8%
AUTO COMPONENTS–0.8%
Denso Corp.	27,700		1,083,365
AUTOMOBILES–2.7%
Fiat SpA	84,545		2,511,230
Suzuki Motor Corp.	37,100		1,053,566
			3,564,796

Company	Shares	U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–2.1%
Accor SA	18,507	$	1,636,033
OPAP, SA	30,727		1,085,686
			2,721,719
HOUSEHOLD DURABLES–1.4%
Daiwa House Industry Co. Ltd.	37,000		528,840
Sony Corp.	12,700		651,914
Urbi Desarrollos Urbanos SA de C.V.(b)	149,800		689,827
			1,870,581
MEDIA–3.7%
Eutelsat Communications(b)	16,110		391,696
Grupo Televisa SA (ADR)	30,900		853,149
Naspers Ltd.—Class N	43,353		1,113,842
SES Global -FDR	27,855		601,541
Societe Television Francaise 1	27,255		942,039
WPP Group PLC	62,895		940,687
			4,842,954
MULTILINE RETAIL–0.8%
Lotte Shopping Co. Ltd.	2,765		1,077,158
SPECIALTY RETAIL–1.3%
Fast Retailing Co. Ltd.	8,100		576,521
Inditex SA	12,479		734,503
Praktiker Bau- und Heimwerkermaerkte AG	8,574		347,768
			1,658,792
			16,819,365
INDUSTRIALS–10.7%
AEROSPACE & DEFENSE–0.6%
BAE Systems PLC	96,244		776,640
AIRLINES–0.6%
easyJet PLC(b)	71,197		745,657
BUILDING PRODUCTS–1.9%
Asahi Glass Co. Ltd.	48,000		647,204
Cie de Saint-Gobain	16,134		1,807,373
			2,454,577
COMMERCIAL SERVICES & SUPPLIES–1.0%
Capita Group PLC	93,365		1,355,365
CONSTRUCTION & ENGINEERING–1.2%
Vinci SA	20,692		1,544,391
ELECTRICAL EQUIPMENT–0.4%
Fuji Electric Holdings Co. Ltd.	109,000		552,883

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–0.6%
Barloworld Ltd.	26,031	$	723,306
MACHINERY–2.0%
Atlas Copco AB	96,822		1,612,693
Hitachi Construction Machinery Co. Ltd.	22,100		767,885
Tata Motors Ltd.	17,660		290,857
			2,671,435
TRADING COMPANIES & DISTRIBUTORS–1.6%
Mitsui & Co. Ltd.	67,000		1,337,119
Wolseley PLC	34,083		817,982
			2,155,101
TRANSPORTATION INFRASTRUCTURE–0.8%
Cia de Concessoes Rodoviarias	24,400		453,215
Fraport AG Frankfurt Airport Services Worldwide	8,738		622,170
			1,075,385
			14,054,740
HEALTH CARE–9.3%
BIOTECHNOLOGY–1.5%
CSL Ltd./Australia	26,969		2,007,506
HEALTH CARE EQUIPMENT & SUPPLIES–2.0%
Essilor International SA	14,670		1,747,282
Nobel Biocare Holding AG	2,625		856,882
			2,604,164
PHARMACEUTICALS–5.8%
Merck KGaA	12,266		1,678,232
Novartis AG	35,212		1,976,822
Roche Holding AG	8,794		1,558,179
Shionogi & Co. Ltd.	72,000		1,173,612
Teva Pharmaceutical Industries, Ltd. (ADR)	28,800		1,188,000
			7,574,845
			12,186,515
TELECOMMUNICATION SERVICES–8.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.7%
Telefonica SA	68,343		1,520,910
Telekom Austria AG	34,697		864,053
Telekomunikasi Indonesia Tbk PT	1,120,500		1,215,506
			3,600,469

Company	Shares	U.S. $ Value
WIRELESS TELECOMMUNICATION SERVICES–5.7%
America Movil SAB de CV Series L (ADR)	32,600	$	2,018,918
Bharti Airtel Ltd.(b)	94,349		1,939,289
MTN Group Ltd.	78,486		1,066,852
NTT DoCoMo, Inc.	404		638,966
Orascom Telecom Holding SAE (GDR)(a)	10,604		688,200
Turkcell Iletisim Hizmet AS	0		3
Vimpel-Communications (ADR)	10,000		1,053,600
			7,405,828
			11,006,297
CONSUMER STAPLES–8.3%
BEVERAGES–1.6%
Fomento Economico Mexicano SAB de CV (ADR)	12,500		491,500
Pernod-Ricard, SA	7,272		1,605,566
			2,097,066
FOOD PRODUCTS–2.0%
Nestle SA	6,950		2,640,816
PERSONAL PRODUCTS–1.5%
L’Oreal SA	16,613		1,963,668
TOBACCO–3.2%
Altadis SA	14,290		944,417
British American Tobacco PLC	38,162		1,301,533
Japan Tobacco, Inc.	380		1,873,114
			4,119,064
			10,820,614
ENERGY–7.9%
ENERGY EQUIPMENT & SERVICES–0.6%
Technip SA	10,224		845,039
OIL, GAS & CONSUMABLE FUELS–7.3%
Gazprom OAO (ADR)	33,207		1,391,373
MOL Hungarian Oil and Gas NyRt	4,281		645,049
Petro-Canada	21,605		1,150,982
Petroleo Brasileiro SA (NY) (ADR)	17,300		1,845,564
Royal Dutch Shell PLC—Class A	33,979		1,383,317
Total SA	38,281		3,103,756
			9,520,041
			10,365,080

5

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

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–5.7%
COMMUNICATIONS EQUIPMENT–1.5%
Nokia OYJ	68,283	$	1,917,748
ELECTRONIC EQUIPMENT & INSTRUMENTS–1.2%
AU Optronics Corp. (ADR)	28,000		481,600
Hoya Corp.	16,400		544,039
Integra Group Holdings (GDR)(b)	32,515		591,773
			1,617,412
IT SERVICES–1.4%
Indra Sistemas SA	20,102		501,269
LogicaCMG PLC	266,999		809,117
Tata Consultancy Services Ltd.	20,335		575,229
			1,885,615
OFFICE ELECTRONICS–1.3%
Canon, Inc.	28,100		1,647,869
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.3%
Novatek Microelectronics Corp. Ltd.	62,000		323,932
			7,392,576
MATERIALS–4.8%
CHEMICALS–0.4%
Nitto Denko Corp.	9,700		488,914
METALS & MINING–4.4%
Cia Vale do Rio Doce (ADR)	29,500		1,314,225
Cia Vale do Rio Doce (Sponsored)(ADR)	23,600		889,720
Rio Tinto PLC	17,840		1,364,828
Usinas Siderurgicas de Minas Gerais SA	9,300		612,768
Xstrata PLC	27,162		1,617,035
			5,798,576
			6,287,490

Company	Shares		U.S. $ Value
UTILITIES–3.4%
ELECTRIC UTILITIES–1.8%
CEZ		16,820	$	864,927
Cia Energetica de Minas Gerais (ADR)		19,200		405,120
Fortum Oyj		37,378		1,167,969
				2,438,016
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.8%
International Power PLC		122,433		1,052,396
MULTI-UTILITIES–0.8%
National Grid PLC		68,517		1,010,989
				4,501,401
Total Common Stocks (cost $95,366,660)				128,118,750
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.8%
TIME DEPOSIT–1.8%
The Bank of New York 4.25%, 7/02/07 (cost $2,326,000)	$	2,326		2,326,000
TOTAL INVESTMENTS–99.6% (cost $97,692,660)				130,444,750
Other assets less liabilities–0.4%				531,156
NET ASSETS–100.0%			$	130,975,906

(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, 2007, the aggregate market value of these securities amounted to $803,490 or 0.6% of net assets.

(b) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See Notes to Financial Statements.

6

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $97,692,660)	$	130,444,750
Cash		386
Foreign cash, at value (cost $442,347)		447,045
Dividends and interest receivable		269,000
Receivable for capital stock sold		172,175
Total assets		131,333,356
LIABILITIES
Payable for capital stock redeemed		88,206
Advisory fee payable		82,887
Custodian fee payable		66,673
Payable for investment securities purchased		44,881
Printing fee payable		19,857
Administrative fee payable		19,261
Foreign capital gain tax payable		10,043
Distribution fee payable		8,306
Transfer Agent fee payable		59
Accrued expenses		17,277
Total liabilities		357,450
NET ASSETS	$	130,975,906
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,416
Additional paid-in capital		87,206,403
Undistributed net investment income		978,322
Accumulated net realized gain on investment and foreign currency transactions		9,999,003
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		32,787,762
	$	130,975,906

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	91,592,069	3,082,629	$	29.71
B	$	39,383,837	1,332,976	$	29.55

See Notes to Financial Statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $259,687)	$	1,691,863
Interest		65,060
Total investment income		1,756,923
EXPENSES
Advisory fee		467,267
Distribution fee—Class B		47,528
Transfer agency—Class A		1,320
Transfer agency—Class B		579
Custodian		147,528
Administrative		47,000
Audit		19,121
Printing		17,206
Legal		3,153
Directors’ fees		721
Miscellaneous		6,066
Total expenses		757,489
Net investment income		999,434
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		10,058,644
Foreign currency transactions		(16,432	)
Net change in unrealized appreciation/depreciation of:
Investments		1,274,518	(a)
Foreign currency denominated assets and liabilities		2,981
Net gain on investment and foreign currency transactions		11,319,711
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	12,319,145

(a) Net of accrued foreign capital gain taxes of $28,181.

See Notes to Financial Statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	999,434		$	1,048,609
Net realized gain on investment and foreign currency transactions		10,042,212			14,218,388
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,277,499			8,168,028
Net increase in net assets from operations		12,319,145			23,435,025
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(845,267	)		(654,473	)
Class B		(287,688	)		(210,045	)
Net realized gain on investment and foreign currency transactions
Class A		(9,723,300	)		(436,315	)
Class B		(4,187,332	)		(172,059	)
CAPITAL STOCK TRANSACTIONS
Net increase		16,723,921			11,361,709
Total increase		13,999,479			33,323,842
NET ASSETS
Beginning of period		116,976,427			83,652,585
End of period (including undistributed net investment income of $978,322 and $1,111,843, respectively)	$	130,975,906		$	116,976,427

See Notes to Financial Statements.

9

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

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AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, under the terms of an investment advisory agreement, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $183,388, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

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

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	53,995,667		$	49,736,310
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	33,979,076
Gross unrealized depreciation		(1,226,986	)
Net unrealized appreciation	$	32,752,090

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

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AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	534,193		1,366,384		$	16,975,664		$	36,908,105
Shares issued in reinvestment of dividends and distributions	356,204		43,131			10,568,567			1,090,788
Shares redeemed	(496,301	)	(1,128,436	)		(15,624,272	)		(29,927,872	)
Net increase	394,096		281,079		$	11,919,959		$	8,071,021
Class B
Shares sold	177,391		492,302		$	5,573,731		$	13,161,869
Shares issued in reinvestment of dividends and distributions	151,644		15,175			4,475,020			382,104
Shares redeemed	(165,631	)	(381,609	)		(5,244,789	)		(10,253,285	)
Net increase	163,404		125,868		$	4,803,962		$	3,290,688

NOTE F: Risks Involved in Investing in the Portfolio

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

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.

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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 $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	864,518	$	248,717
Long-term capital gains		608,374		–0	–
Total taxable distributions		1,472,892		248,717
Total distributions paid	$	1,472,892	$	248,717

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,241,761
Undistributed long term capital gain		11,781,216
Unrealized appreciation/(depreciation)		31,466,552	(a)
Total accumulated earnings/(deficit)	$	46,489,529

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect

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AllianceBernstein Variable Products Series Fund

the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA

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

Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$30.37		$24.27		$20.18		$16.28		$11.48		$12.18
Income From Investment Operations
Net investment income (a)	.26		.30		.25		.11	(b)	.04		.07	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.96		6.18		3.94		3.83		4.91		(.56	)
Net increase (decrease) in net asset value from operations	3.22		6.48		4.19		3.94		4.95		(.49	)
Less: Dividends and Distributions
Dividends from net investment income	(.31	)	(.23	)	(.10	)	(.04	)	(.15	)	(.21	)
Distributions from net realized gain on investment and foreign currency transactions	(3.57	)	(.15	)	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(3.88	)	(.38	)	(.10	)	(.04	)	(.15	)	(.21	)
Net asset value, end of period	$29.71		$30.37		$24.27		$20.18		$16.28		$11.48
Total Return
Total investment return based on net asset value (c)	10.61	%	27.04	%	20.84	%	24.27	%	43.46	%	(4.19	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$91,592		$81,655		$58,438		$41,198		$34,302		$27,136
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.14	%(d)	1.23	%(e)	1.41	%	1.65	%	2.17	%	1.54	%
Expenses, before waivers and reimbursements	1.14	%(d)	1.23	%(e)	1.41	%	1.81	%	2.17	%	1.98	%
Net investment income	1.68	%(d)	1.11	%(e)	1.16	%	.65	%(b)	.34	%	.61	%(b)
Portfolio turnover rate	41	%	74	%	43	%	60	%	44	%	46	%

See footnote summary on page 18.

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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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$30.20		$24.16		$20.11		$16.24		$11.47		$12.17
Income From Investment Operations
Net investment income (a)	.22		.22		.21		.07	(b)	.02		.03	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.95		6.16		3.91		3.82		4.88		(.53	)
Net increase (decrease) in net asset value from operations	3.17		6.38		4.12		3.89		4.90		(.50	)
Less: Dividends and Distributions
Dividends from net investment income	(.25	)	(.19	)	(.07	)	(.02	)	(.13	)	(.20	)
Distributions from net realized gain on investment and foreign currency transactions	(3.57	)	(.15	)	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(3.82	)	(.34	)	(.07	)	(.02	)	(.13	)	(.20	)
Net asset value, end of period	$29.55		$30.20		$24.16		$20.11		$16.24		$11.47
Total Return
Total investment return based on net asset value (c)	10.48	%	26.70	%	20.55	%	23.97	%	43.07	%	(4.26	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$39,384		$35,321		$25,215		$14,501		$7,376		$3,609
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.39	%(d)	1.48	%(e)	1.66	%	1.90	%	2.41	%	1.79	%
Expenses, before waivers and reimbursements	1.39	%(d)	1.48	%(e)	1.66	%	2.06	%	2.41	%	2.23	%
Net investment income	1.43	%(d)	.81	%(e)	.95	%	.41	%(b)	.13	%	.28	%(b)
Portfolio turnover rate	41	%	74	%	43	%	60	%	44	%	46	%

(a) Based on average shares outstanding.

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

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

(d) Annualized

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

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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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

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

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”) for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods, and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International All Country World (ex-US) Index (Net) (the “Index”) over the 1-, 3- and 5-year periods. The directors noted that in the Performance Group and Performance Universe comparisons the Portfolio was in the 1st quintile in all periods reviewed except in the 1- and 3-year periods when the Portfolio was in the 2nd quintile in the Performance Group comparison. The comparative information showed that the Portfolio outperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

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

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

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

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

20

AllianceBernstein Variable Products Series Fund

broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points, plus the 8 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (less than $125 million as of February 28, 2007) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion	$	120.5	International Growth
	65 bp on next $2.5 billion			Portfolio
	60 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.08% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio			Fiscal Year
International Growth Portfolio	Class A	1.23	%	December 31
	Class B	1.48	%

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

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AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a somewhat similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee5
International Growth Portfolio	$	120.5	International Large Cap	0.566	%	0.750	%
			Growth Schedule6
			80 bp on 1st $25m
			60 bp on next $25m
			50 bp on next $50m
			40 bp on the balance
			Minimum account size $25m

The Adviser also manages AllianceBernstein International Growth Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Growth Fund, Inc.:⁷

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

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 Fund advisory fee based on February 28, 2007 net assets.

6 Fees shown for the International Large Cap Growth Strategy, which is similar but more concentrated that the Portfolio’s strategy.

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

23

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

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

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

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

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
International Growth Portfolio	0.750	0.955	2/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
International Growth Portfolio	1.414	1.207	10/12	1.126	20/22

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

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

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

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

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business

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

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

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

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

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

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AllianceBernstein Variable Products Series Fund

practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $76,398 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payment in the amount of $252,888 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹³

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

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

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended December 31, 2006.¹⁶

International Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	27.04	25.95	24.13	4/12	6/30
3 year	24.02	19.88	18.37	3/11	5/26
5 year	21.26	11.94	12.05	1/11	2/26
10 year	12.53	8.27	7.96	1/7	2/14

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
International Growth Portfolio	27.04	24.02	21.26	12.53	12.66	14.07	1.27	5
MSCI All Country World ex US Index (Net)	26.65	21.32	16.42	N/A	N/A	13.66	1.01	5
MSCI World ex US Index (Net)	25.71	20.10	15.25	7.96	7.87	13.37	0.95	5

Inception Date: September 23, 1994

CONCLUSION:

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

Dated: June 4, 2007

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

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

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

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

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Research Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERNATIONAL RESEARCH GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Research Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,118.58	$	6.57	1.25	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.60	$	6.26	1.25	%
Class B
Actual	$	1,000	$	1,117.12	$	7.87	1.50	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.36	$	7.50	1.50	%

* 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 RESEARCH GROWTH PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Credit Suisse Group	$	3,070,861	3.7	%
UBS AG		2,442,169	3.0
Macquarie Bank Ltd.		2,197,780	2.7
Rio Tinto PLC		2,052,291	2.5
Cia Vale do Rio Doce ADR		1,764,360	2.2
Xstrata PLC		1,717,645	2.1
QBE Insurance Group Ltd.		1,637,796	2.0
UniCredito Italiano SpA		1,615,486	2.0
Total SA		1,600,241	2.0
Nokia OYJ		1,599,036	1.9
	$	19,697,665	24.1	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	24,124,347	29.9	%
Energy		10,854,620	13.5
Consumer Discretionary		8,718,449	10.8
Industrials		7,568,650	9.4
Materials		7,260,850	9.0
Information Technology		5,535,151	6.9
Consumer Staples		5,226,997	6.5
Telecommunication Services		4,829,798	6.0
Health Care		4,829,222	6.0
Utilities		1,216,988	1.5
Short-Term Investments		435,000	0.5
Total Investments	$	80,600,072	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The 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 RESEARCH GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	12,009,109	14.9	%
Switzerland		11,551,844	14.3
Japan		8,496,640	10.5
France		8,136,206	10.1
Australia		7,796,345	9.7
Brazil		4,460,639	5.5
Italy		3,179,570	4.0
China		2,991,298	3.7
Russia		2,593,026	3.2
Spain		2,477,591	3.1
Mexico		2,060,421	2.6
Germany		1,831,395	2.3
Other*		12,580,988	15.6
Short-Term Investments		435,000	0.5
Total Investments	$	80,600,072	100.0	%

* The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represents 2.0% or less in the following countries: Argentina, Austria, Canada, Egypt, Finland, Hong Kong, India, Indonesia, Ireland, Israel, Malaysia, Netherlands, Netherlands Antilles, Singapore, Sweden, Taiwan and Turkey.

3

INTERNATIONAL RESEARCH GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.0%
FINANCIALS–29.5%
CAPITAL MARKETS–13.6%
BlueBay Asset Management/United Kingdom(a)	59,876	$	591,734
Credit Suisse Group	43,257		3,070,861
Macquarie Bank Ltd.	30,599		2,197,781
Man Group PLC	80,333		977,164
Nomura Holdings, Inc.	43,800		850,743
Partners Group	7,553		1,013,473
UBS AG (Swiss Virt-X)	40,836		2,442,169
			11,143,925
COMMERCIAL BANKS–12.1%
Allied Irish Banks PLC	24,358		665,618
Anglo Irish Bank Corp. PLC (London Exchange)	45,102		917,201
Banco Bilbao Vizcaya Argentaria SA	28,317		692,489
Bank Mandiri Persero Tbk PT	1,479,500		511,478
BNP Paribas SA	5,018		596,056
China Construction Bank Corp.–Class H	1,453,000		999,152
Industrial & Commercial Bank of China, Ltd.–Class H	1,459,000		810,996
Investimentos Itau SA	88,455		549,806
Malayan Banking Berhad	216,400		752,013
Standard Chartered	38,798		1,265,489
Turkiye Is Bankasi–Class C	103,535		481,086
UniCredito Italiano SpA	180,873		1,615,486
			9,856,870
DIVERSIFIED FINANCIAL SERVICES–1.0%
Deutsche Boerse AG	3,316		372,320
IG Group Holdings PLC	72,801		429,800
			802,120
INSURANCE–2.8%
QBE Insurance Group Ltd.	62,073		1,637,796
Swiss Reinsurance	7,496		683,636
			2,321,432
			24,124,347
ENERGY–13.3%
ENERGY EQUIPMENT & SERVICES–3.5%
Schlumberger, Ltd.	5,700		484,158
Tenaris SA (ADR)	20,000		979,200
WorleyParsons Ltd.	48,556		1,396,718
			2,860,076
OIL, GAS & CONSUMABLE FUELS–9.8%
Addax Petroleum Corp.	6,892		257,758
China Shenhua Energy Co. Ltd.–Class H	338,500		1,181,150
Gazprom OAO (ADR)	31,871		1,335,395
LUKOIL (ADR)	12,420		952,614

Company	Shares	U.S. $ Value
Oil Search Ltd.	259,601	$	921,838
Origin Energy Ltd.	60,675		510,194
Petroleo Brasileiro SA (NY) (ADR)	11,580		1,235,354
Total SA	19,737		1,600,241
			7,994,544
			10,854,620
CONSUMER DISCRETIONARY–10.6%
AUTO COMPONENTS–0.6%
Denso Corp.	13,500		527,994
AUTOMOBILES–2.2%
Fiat SpA	45,887		1,362,976
Suzuki Motor Corp.	15,000		425,970
			1,788,946
HOTELS RESTAURANTS & LEISURE–1.9%
Accor SA	7,347		649,481
Punch Taverns PLC	35,983		882,785
			1,532,266
HOUSEHOLD DURABLES–1.1%
Gafisa SA (ADR)(a)	6,800		212,160
Sony Corp.	6,600		338,790
Urbi Desarrollos Urbanos SA de C.V.(a)	72,100		332,019
			882,969
LEISURE EQUIPMENT & PRODUCTS–0.6%
Largan Precision Co., Ltd.	37,000		518,372
MEDIA–3.0%
Eutelsat Communications	14,804		359,942
Grupo Televisa SA (ADR)	21,300		588,093
Pearson PLC	28,880		486,490
Premiere AG(a)	20,035		479,320
WPP Group PLC	34,906		522,071
			2,435,916
SPECIALTY RETAIL–1.0%
Esprit Holdings Ltd.	31,369		398,558
Inditex SA	7,345		432,320
			830,878
TEXTILES APPAREL & LUXURY GOODS–0.2%
Geox SpA	10,919		201,108
			8,718,449
INDUSTRIALS–9.2%
AEROSPACE & DEFENSE–0.7%
BAE Systems PLC	76,137		614,387
BUILDING PRODUCTS–0.9%
Asahi Glass Co. Ltd.	22,000		296,635
Cie de Saint-Gobain	3,873		433,864
			730,499

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMERCIAL SERVICES & SUPPLIES–0.6%
Michael Page International PLC	49,605	$	521,148
CONSTRUCTION & ENGINEERING–1.1%
Vinci SA	11,580		864,297
ELECTRICAL EQUIPMENT–0.6%
ABB Ltd.	14,588		328,927
Fuji Electric Holdings Co. Ltd.	31,000		157,242
			486,169
MACHINERY–2.9%
Atlas Copco AB	68,634		1,143,186
Komatsu Ltd.	26,300		762,255
NGK Insulators Ltd.	9,000		221,032
NSK Ltd.	23,000		237,783
			2,364,256
TRADING COMPANIES & DISTRIBUTORS–2.4%
Mitsubishi Corp.	35,500		930,172
Mitsui & Co. Ltd.	53,000		1,057,722
			1,987,894
			7,568,650
MATERIALS–8.9%
CHEMICALS–1.5%
Bayer AG	8,099		610,067
Incitec Pivot Ltd.	4,852		327,849
Nitto Denko Corp.	5,800		292,340
			1,230,256
METALS & MINING–7.4%
Cia Vale do Rio Doce (ADR)	46,800		1,764,360
Minara Resources Ltd.	80,921		496,297
Rio Tinto PLC	26,826		2,052,291
Xstrata PLC	28,852		1,717,646
			6,030,594
			7,260,850
INFORMATION TECHNOLOGY–6.8%
COMMUNICATIONS EQUIPMENT–2.0%
Delta Networks, Inc.(a)	25,000		14,388
Nokia OYJ	56,935		1,599,035
			1,613,423
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.7%
AU Optronics Corp.	126,000		215,243
Hoya Corp.	9,900		328,414
			543,657
IT SERVICES–1.4%
Cap Gemini SA	3,711		271,307
Infosys Technologies Ltd. (ADR)	12,300		619,674
Otsuka Corp.	2,600		246,583
			1,137,564
OFFICE ELECTRONICS–1.6%
Canon, Inc.	22,100		1,296,011

Company	Shares	U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.1%
ASML Holding NV(a)	9,132	$	250,905
Chartered Semiconductor Manufacturing, Ltd. (a)	450,000		395,781
Novatek Microelectronics Corp. Ltd.	57,000		297,809
			944,495
			5,535,150
CONSUMER STAPLES–6.4%
BEVERAGES–1.8%
Fomento Economico Mexicano SAB de CV (ADR)	14,668		576,746
Pernod–Ricard, SA	3,904		861,954
			1,438,700
FOOD PRODUCTS–1.7%
Nestle SA	3,684		1,399,823
PERSONAL PRODUCTS–1.1%
L’Oreal SA	7,431		878,349
TOBACCO–1.8%
Altadis SA	5,489		362,764
British American Tobacco PLC	26,126		891,040
Japan Tobacco, Inc.	52		256,321
			1,510,125
			5,226,997
TELECOMMUNICATION SERVICES–5.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.7%
Iliad SA	3,560		358,591
Neuf Cegetel(a)	9,442		369,426
Telefonica SA	44,487		990,017
Telekom Austria AG	19,736		491,482
			2,209,516
WIRELESS TELECOMMUNICATION SERVICES–3.2%
America Movil SAB de CV Series L (ADR)	9,100		563,563
Bharti Airtel Ltd.(a)	11,968		245,996
China Mobile Ltd.	14,271		153,542
Orascom Telecom Holding SAE (GDR)(b)	4,547		295,100
Vimpel–Communications (ADR)	2,895		305,017
Vodafone Group PLC	315,465		1,057,064
			2,620,282
			4,829,798
HEALTH CARE–5.9%
BIOTECHNOLOGY–0.4%
CSL Ltd./Australia	4,136		307,874

5

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

Company	Shares	U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–1.5%
Essilor International SA	7,495	$	892,698
Nobel Biocare Holding AG	1,108		361,686
			1,254,384
PHARMACEUTICALS–4.0%
Daiichi Sankyo Co. Ltd.	10,200		270,633
Merck KGaA	2,702		369,687
Novartis AG	19,671		1,104,341
Roche Holding AG	6,473		1,146,929
Teva Pharmaceutical Industries, Ltd. (ADR)	9,100		375,375
			3,266,965
			4,829,223
UTILITIES–1.5%
ELECTRIC UTILITIES–0.9%
Cia Energetica de Minas Gerais (ADR)	33,126		698,958
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.6%
NTPC Ltd.	138,000		518,030
			1,216,988
Total Common Stocks (cost $59,143,208)			80,165,072

Company	Principal Amount (000)	U.S. $ Value
SHORT-TERM INVESTMENTS–0.6%
TIME DEPOSIT–0.6%
The Bank of New York 4.25%, 7/02/07 (cost $435,000)	435	$	435,000
TOTAL INVESTMENTS–98.6%
(cost $59,578,208)			80,600,072
Other assets less liabilities–1.4%			1,175,695
NET ASSETS–100.0%		$	81,775,767

(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, 2007, the aggregate market value of these securities amounted to $295,100 or 0.4% of net assets.

Glossary:

ADR–American Depositary Receipt

GDR–Global Depositary Receipt

See Notes to Financial Statements.

6

INTERNATIONAL RESEARCH GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $59,578,208)	$	80,600,072
Cash		6,063
Foreign cash, at value (cost $1,366,440)		1,372,233
Receivable for investment securities sold and foreign currency contracts		2,783,416
Dividends and interest receivable		267,864
Receivable for capital stock sold		23,079
Total assets		85,052,727
LIABILITIES
Payable for investment securities purchased and foreign currency contracts		2,970,883
Payable for capital stock redeemed		119,029
Advisory fee payable		52,147
Foreign capital gain tax payable		42,269
Administrative fee payable		19,185
Distribution fee payable		2,585
Transfer Agent fee payable		59
Accrued expenses		70,803
Total liabilities		3,276,960
NET ASSETS	$	81,775,767
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,522
Additional paid-in capital		51,615,730
Undistributed net investment income		566,093
Accumulated net realized gain on investment and foreign currency transactions		8,568,035
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		21,022,387
	$	81,775,767

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	69,604,588	2,993,745	$	23.25
B	$	12,171,179	528,316	$	23.04

See Notes to Financial Statements.

7

INTERNATIONAL RESEARCH GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $117,494)	$	1,090,299
Interest		30,040
Total investment income		1,120,339
EXPENSES
Advisory fee		298,867
Distribution fee—Class B		15,085
Transfer agency—Class A		1,395
Transfer agency—Class B		249
Custodian		113,257
Administrative		47,000
Audit		19,326
Printing		10,450
Legal		5,350
Directors’ fees		721
Miscellaneous		2,694
Total expenses		514,394
Net investment income		605,945
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		8,714,605
Foreign currency transactions		(38,401	)
Net change in unrealized appreciation/depreciation of:
Investments		(420,674	)(a)
Foreign currency denominated assets and liabilities		(3,135	)
Net gain on investment and foreign currency transactions		8,252,395
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,858,340

(a) Net of accrued foreign capital loss taxes of $18,788.

See Notes to Financial Statements.

8

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

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	605,945		$	527,078
Net realized gain on investment and foreign currency transactions		8,676,204			12,764,940
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(423,809	)		4,487,325
Net increase in net assets from operations		8,858,340			17,779,343
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(471,909	)		(276,971	)
Class B		(54,905	)		(27,309	)
Net realized gain on investment and foreign currency transactions
Class A		(5,676,789	)		–0–
Class B		(1,002,501	)		–0–
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		125,998			(13,056,548	)
Total increase		1,778,234			4,418,515
NET ASSETS
Beginning of period		79,997,533			75,579,018
End of period (including undistributed net investment income of $566,093 and $486,962, respectively)	$	81,775,767		$	79,997,533

See Notes to Financial Statements.

9

INTERNATIONAL RESEARCH GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Research 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 twenty three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

2. Currency Translation

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

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AllianceBernstein Variable Products Series Fund

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $120,846, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

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INTERNATIONAL RESEARCH 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 the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	37,109,355		$	44,329,781
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	21,207,776
Gross unrealized depreciation		(185,912	)
Net unrealized appreciation	$	21,021,864

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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AllianceBernstein Variable Products Series Fund

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	158,716		324,654		$	3,940,493		$	6,617,370
Shares issued in reinvestment of dividends and distributions	266,408		14,547			6,148,698			276,971
Shares redeemed	(415,629	)	(974,629	)		(9,853,211	)		(19,408,701	)
Net increase (decrease)	9,495		(635,428	)	$	235,980		$	(12,514,360	)
Class B
Shares sold	30,494		173,170		$	727,618		$	3,452,225
Shares issued in reinvestment of dividends and distributions	46,236		1,446			1,057,406			27,309
Shares redeemed	(80,909	)	(204,263	)		(1,895,006	)		(4,021,722	)
Net decrease	(4,179	)	(29,647	)	$	(109,982	)	$	(542,188	)

NOTE F: Risks Involved in Investing in the Portfolio

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and

13

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

are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	304,280	$	324,305
Total taxable distributions		304,280		324,305
Total distributions paid	$	304,280	$	324,305

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	803,705
Undistributed long term capital gains		6,381,072
Accumulated capital and other losses		(20,607	)(a)
Unrealized appreciation/(depreciation)		21,340,109	(b)
Total accumulated earnings/(deficit)	$	28,504,279

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $20,607 of which $20,607 will expire in the year 2008. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Portfolio’s merger with Brinson Series Trust Global Equity Portfolio, may apply. During the fiscal year, the Portfolio utilized capital loss carryforwards of $6,087,308.

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect

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AllianceBernstein Variable Products Series Fund

the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

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

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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INTERNATIONAL RESEARCH GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$22.78		$18.09		$15.26		$13.01		$  9.90		$11.69
Income From Investment Operations
Net investment income (a)	.18		.14		.11		.08	(b)	.02		–0	–(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.51		4.63		2.80		2.20		3.11		(1.78	)
Contribution from Adviser	–0	–	–0	–	–0	–	.01		–0	–	–0	–
Net increase (decrease) in net asset value from operations	2.69		4.77		2.91		2.29		3.13		(1.78	)
Less: Dividends and Distributions
Dividends from net investment income	(.17	)	(.08	)	(.08	)	(.04	)	(.02	)	(.01	)
Distributions from net realized gain on investment and foreign currency transactions	(2.05	)	–0	–	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(2.22	)	(.08	)	(.08	)	(.04	)	(.02	)	(.01	)
Net asset value, end of period	$23.25		$22.78		$18.09		$15.26		$13.01		$  9.90
Total Return
Total investment return based on net asset value (c)	11.86	%	26.45	%	19.16	%	17.62	%	31.59	%	(15.28	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$69,605		$67,982		$65,496		$58,341		$53,425		$46,478
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.25	%(d)	1.25	%(e)	1.30	%	1.33	%	1.80	%	1.36	%
Expenses, before waivers and reimbursements	1.25	%(d)	1.25	%(e)	1.30	%	1.50	%	1.80	%	1.66	%
Net investment income	1.56	%(d)	.71	%(e)	.67	%	.63	%(b)	.22	%	.04	%(b)
Portfolio turnover rate	48	%	79	%	93	%	128	%	96	%	70	%

See footnote summary on page 18.

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INTERNATIONAL RESEARCH 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$22.57		$17.94		$15.15		$12.93		$  9.87		$11.68
Income From Investment Operations
Net investment income (loss) (a)	.15		.09		.06		.05	(b)	(.02	)	(.03	)(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.48		4.59		2.79		2.20		3.09		(1.78	)
Net increase (decrease) in net asset value from operations	2.63		4.68		2.85		2.25		3.07		(1.81	)
Less: Dividends and Distributions
Dividends from net investment income	(.11	)	(.05	)	(.06	)	(.03	)	(.01	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(2.05	)	–0	–	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(2.16	)	(.05	)	(.06	)	(.03	)	(.01	)	–0	–
Net asset value, end of period	$23.04		$22.57		$17.94		$15.15		$12.93		$9.87
Total Return
Total investment return based on net asset value (c)	11.71	%	26.11	%	18.85	%	17.41	%	31.11	%	(15.50	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$12,171		$12,016		$10,083		$7,065		$2,766		$467
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.50	%(d)	1.50	%(e)	1.56	%	1.56	%	2.05	%	1.63	%
Expenses, before waivers and reimbursements	1.50	%(d)	1.50	%(e)	1.56	%	1.73	%	2.05	%	1.92	%
Net investment income (loss)	1.30	%(d)	.46	%(e)	.39	%	.35	%(b)	(.17	)%	(.25	)%(b)
Portfolio turnover rate	48	%	79	%	93	%	128	%	96	%	70	%

(a) Based on average shares outstanding.

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

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

(d) Annualized.

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

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INTERNATIONAL RESEARCH GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Research Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

19

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

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”) for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods, and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”) over the 1-, 3- and 5-year periods and the since inception period (December 1992 inception). The directors noted that the Portfolio was in the 2nd quintile in the 1-, 3- and 5-year periods of the Performance Group and Performance Universe comparisons, 5th quintile in the 10-year period of the Performance Group comparison and 4th quintile in the 10-year period of the Performance Universe comparison. The comparative information showed that the Portfolio outperformed the Index in the 1-year and 3-year periods and underperformed the Index in the 5-year and since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

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

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

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

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

20

AllianceBernstein Variable Products Series Fund

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

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points, plus the 11 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (approximately $78 million as of February 28, 2007) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

21

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	77.4	International Research Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (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
International Research Growth Portfolio	Class A Class B	1.25 1.50	% %	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

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

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

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AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee5
International Research Growth Portfolio	$	77.4	International Research Growth 85 bp on 1st $25m 65 bp on next $25m 55 bp on next $50m 45 bp on the balance Minimum Account Size: None	0.679	%	0.750	%

The Adviser also manages AllianceBernstein International Research Growth Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Research Growth Fund, Inc.:⁶

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

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 Fund advisory fee based on February 28, 2007 net assets.

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.

23

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

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

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

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
International Research Growth Portfolio	0.750	0.963	2/12

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
International Research Growth Portfolio	1.305	1.207	9/12	1.126	17/22

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

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

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

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

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to

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

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

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

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

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

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AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $28,207 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payment in the amount of $125,570 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹²

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

25

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

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁴ for the periods ended December 31, 2006.¹⁵

International Research Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	26.46	25.95	24.13	4/12	7/30
3 year	21.01	19.88	18.37	3/11	6/26
5 year	14.59	11.94	12.05	4/11	9/26
10 year16	7.25	8.23	7.96	6/7	9/14

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
International Research Growth Portfolio	26.45	21.02	14.59	8.36	14.72	0.84	5
MSCI EAFE Index (Net)     Inception Date: December 28, 1992	26.34	19.93	14.98	9.45	13.43	0.93	5

CONCLUSION:

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

Dated: June 4, 2007

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

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

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

16 The Portfolio’s 10 year return was provided by Lipper.

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

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERNATIONAL VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Value Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,104.70	$	4.28	0.82	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.73	$	4.11	0.82	%
Class B
Actual	$	1,000	$	1,103.36	$	5.58	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

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Renault SA	$	91,774,646	3.4	%
Allianz SE		89,384,554	3.3
ING Groep NV		76,045,793	2.8
E.ON AG		75,583,994	2.8
BASF AG		71,609,434	2.6
BNP Paribas SA		67,780,303	2.5
JFE Holdings, Inc.		67,221,894	2.5
Royal Bank of Scotland Group PLC		66,361,486	2.5
ORIX Corp.		65,772,925	2.4
Muenchener Rueckversicherungs AG		65,103,833	2.4
	$	736,638,862	27.2	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	975,440,253	36.3	%
Materials		356,185,701	13.3
Consumer Discretionary		283,233,528	10.5
Energy		257,657,472	9.6
Information Technology		205,863,938	7.7
Industrials		166,489,514	6.2
Utilities		120,958,739	4.5
Telecommunication Services		109,009,360	4.1
Health Care		78,186,890	2.9
Consumer Staples		40,172,394	1.5
Short-Term Investments		91,473,000	3.4
Total Investments	$	2,684,670,789	100.0	%

* Long-term investments.

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

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY DIVERSIFICATION
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	546,432,685	20.3	%
France		445,320,199	16.6
United Kingdom		440,307,802	16.4
Germany		410,795,013	15.3
Netherlands		189,885,758	7.1
South Korea		130,729,227	4.9
Italy		101,075,740	3.8
Taiwan		78,739,726	2.9
Brazil		55,430,928	2.1
Switzerland		45,178,718	1.7
Hong Kong		42,644,130	1.6
Spain		33,705,691	1.2
Other*		72,952,172	2.7
Short-Term Investments		91,473,000	3.4
Total Investments	$	2,684,670,789	100.0	%

* The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represents 1.2% or less in the following countries: Belgium, China, Israel and Sweden.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–95.6%
FINANCIALS–36.0%
CAPITAL MARKETS–3.1%
Credit Suisse Group	636,400	$	45,178,718
Deutsche Bank AG	267,300		38,685,704
			83,864,422
COMMERCIAL BANKS–17.8%
Bank Hapoalim BM	990,700		4,826,591
Barclays PLC	3,560,100		49,531,352
BNP Paribas SA	570,620		67,780,303
Credit Agricole SA	1,283,123		52,066,596
HBOS PLC	2,903,550		57,110,848
Kookmin Bank	247,600		21,716,662
Mitsubishi UFJ Financial Group, Inc.	4,562		50,276,378
Royal Bank of Scotland Group PLC	5,244,522		66,361,486
Societe Generale	293,931		54,459,071
Sumitomo Mitsui Financial Group, Inc.	6,058		56,475,140
			480,604,427
CONSUMER FINANCE–2.4%
ORIX Corp.	249,530		65,772,925
DIVERSIFIED FINANCIAL SERVICES–4.0%
Fortis	750,900		31,826,015
ING Groep NV	1,727,771		76,045,793
			107,871,808
INSURANCE–8.0%
Allianz SE	383,300		89,384,554
Aviva PLC	2,472,997		36,710,960
Fondiaria-Sai SpA (ordinary shares)	372,337		18,001,012
Fondiaria-Sai SpA (saving shares)	51,100		1,809,038
Friends Provident PLC	1,860,755		6,660,773
Muenchener Rueckversicherungs AG	355,000		65,103,833
			217,670,170
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.7%
Leopalace21 Corp.	223,700		7,644,416
Sino Land Co.	5,769,528		12,012,085
			19,656,501
			975,440,253
MATERIALS–13.2%
CHEMICALS–4.2%
BASF AG	547,400		71,609,434
Mitsubishi Chemical Holdings Corp.	2,551,000		23,417,915
Mitsui Chemicals, Inc.	2,457,000		18,661,369
			113,688,718

Company	Shares	U.S. $ Value
CONSTRUCTION MATERIALS–0.7%
Buzzi Unicem SpA	513,712	$	17,688,322
METALS & MINING–8.1%
Antofagasta PLC	864,300		10,592,842
Arcelor Mittal (Euronext Amsterdam)	779,824		48,702,118
JFE Holdings, Inc.	1,081,500		67,221,894
Kazakhmys PLC	785,100		19,765,926
POSCO	57,800		27,748,851
Xstrata PLC	756,180		45,017,647
			219,049,278
PAPER & FOREST PRODUCTS–0.2%
Svenska Cellulosa AB-Class B	344,400		5,759,383
			356,185,701
CONSUMER DISCRETIONARY–10.5%
AUTO COMPONENTS–3.2%
Compagnie Generale des Etablissements Michelin—Class B	395,100		55,212,897
Hyundai Mobis	313,312		29,724,704
			84,937,601
AUTOMOBILES–5.3%
Nissan Motor Co., Ltd.	2,475,000		26,497,092
Renault SA	572,200		91,774,646
Toyota Motor Corp.	414,100		26,115,794
			144,387,532
HOUSEHOLD DURABLES–2.0%
George Wimpey PLC	336,800		3,371,393
Persimmon PLC	79,131		1,829,857
Sharp Corp.	2,351,000		44,569,071
Taylor Wimpey PLC	574,800		4,138,074
			53,908,395
			283,233,528
ENERGY–9.5%
OIL, GAS & CONSUMABLE FUELS–9.5%
BP PLC	1,169,600		14,072,995
China Petroleum & Chemical Corp.—Class H	27,374,000		30,540,183
ENI SpA	1,753,500		63,577,367
Petroleo Brasileiro SA (NY) (ADR)	519,600		55,430,928
Repsol YPF SA	851,400		33,705,691
Total SA	744,100		60,330,308
			257,657,472

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–7.4%
COMPUTERS & PERIPHERALS–3.2%
Compal Electronics, Inc. (GDR)(a)	2,164,015	$	11,687,196
Fujitsu, Ltd.	3,702,000		27,269,854
Toshiba Corp.	5,545,000		48,312,416
			87,269,466
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.9%
AU Optronics Corp.	13,322,400		22,758,396
OFFICE ELECTRONICS–0.0%
Canon, Inc.	50		2,932
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.3%
Hynix Semiconductor, Inc.(b)	810,700		29,167,124
Samsung Electronics Co., Ltd.	25,510		15,595,603
Siliconware Precision Industries Co.	3,214,000		6,859,607
United Microelectronics Corp.	62,603,422		37,434,528
			89,056,862
			199,087,656
INDUSTRIALS–6.1%
AEROSPACE & DEFENSE–2.0%
BAE Systems PLC	3,426,500		27,650,117
European Aeronautic Defence & Space Co., NV	812,550		26,370,288
			54,020,405
AIRLINES–1.8%
Air France-KLM	515,700		23,995,317
Deutsche Lufthansa AG	898,200		25,052,750
			49,048,067
MACHINERY–0.2%
Sumitomo Heavy Industries Ltd.	575,000		6,500,597
MARINE–2.1%
Mitsui OSK Lines Ltd.	2,925,000		39,659,841
Nippon Yusen KK	1,882,000		17,260,604
			56,920,445
			166,489,514
UTILITIES–4.5%
ELECTRIC UTILITIES–2.8%
E.ON AG	452,700		75,583,994
MULTI-UTILITIES–1.7%
RWE AG	427,740		45,374,745
			120,958,739

Company	Shares	U.S. $ Value
TELECOMMUNICATION SERVICES–4.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.8%
China Netcom Group Corp. Ltd.	11,096,500	$	30,632,045
Nippon Telegraph & Telephone Corp.	4,377		19,369,612
			50,001,657
WIRELESS TELECOMMUNICATION SERVICES–2.2%
Vodafone Group PLC	17,609,975		59,007,703
			109,009,360
HEALTH CARE–2.9%
PHARMACEUTICALS–2.9%
AstraZeneca PLC	586,800		31,447,119
GlaxoSmithKline PLC	270,200		7,038,710
Sanofi-Aventis	491,427		39,701,061
			78,186,890
CONSUMER STAPLES–1.5%
FOOD & STAPLES RETAILING–1.4%
Koninklijke Ahold NV(b)	3,090,800		38,767,559
TOBACCO–0.1%
Japan Tobacco, Inc.	285		1,404,835
			40,172,394
Total Common Stocks (cost $2,013,140,186)			2,586,421,507
NON-CONVERTIBLE– PREFERRED STOCKS–0.2%
INFORMATION TECHNOLOGY–0.2%
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.2%
Samsung Electronics Co., Ltd. (cost $6,812,005)	14,500		6,776,282
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.4%
TIME DEPOSIT–3.4%
The Bank of New York 4.25%, 7/02/07 (cost $91,473,000)	$91,473		91,473,000
TOTAL INVESTMENTS–99.2% (cost $2,111,425,191)			2,684,670,789
Other assets less liabilities–0.8%			20,433,880
NET ASSETS–100.0%		$	2,705,104,669

5

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

FINANCIAL FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2007		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index	530	September 2007	$	31,780,548	$	32,387,494	$	606,946

(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, 2007, the aggregate market value of these securities amounted to $11,687,196 or 0.4% of net assets.

(b) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See Notes to Financial Statements.

6

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $2,111,425,191)	$	2,684,670,789
Cash		3,163
Foreign cash, at value (cost $14,468,462)		14,907,187	(a)
Receivable for investment securities sold		6,614,250
Dividends and interest receivable		3,013,207
Receivable for capital stock sold		2,640,488
Receivable for variation margin on futures contracts		502,132
Total assets		2,712,351,216
LIABILITIES
Payable for investment securities purchased		2,432,434
Payable for capital stock redeemed		2,347,196
Advisory fee payable		1,685,730
Distribution fee payable		521,031
Administrative fee payable		26,685
Transfer Agent fee payable		59
Accrued expenses		233,412
Total liabilities		7,246,547
NET ASSETS	$	2,705,104,669
COMPOSITION OF NET ASSETS
Capital stock, at par	$	103,979
Additional paid-in capital		2,027,893,232
Undistributed net investment income		13,377,030
Accumulated net realized gain on investment and foreign currency transactions		89,473,454
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		574,256,974
	$	2,705,104,669

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	195,911,866	7,466,668	$	26.24
B	$	2,509,192,803	96,512,179	$	26.00

(a) An amount equivalent to U.S. $2,356,432 has been segregated to collateralize margin requirements for the open futures contracts outstanding at June 30, 2007.

See Notes to Financial Statements.

7

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $5,085,039)	$	40,864,987
Interest		2,167,230
Total investment income		43,032,217
EXPENSES
Advisory fee		8,695,463
Distribution fee—Class B		2,694,460
Transfer agency—Class A		171
Transfer agency—Class B		2,314
Custodian		507,279
Printing		161,939
Administrative		47,000
Legal		28,992
Audit		19,101
Director’ fees		746
Miscellaneous		33,754
Total expenses		12,191,219
Net investment income		30,840,998
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		84,939,060
Futures		6,170,084
Foreign currency transactions		(1,236,000	)
Net change in unrealized appreciation/depreciation of:
Investments		117,553,330
Futures		9,885
Foreign currency denominated assets and liabilities		225,767
Net gain on investment and foreign currency transactions		207,662,126
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	238,503,124

See Notes to Financial Statements.

8

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

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	30,840,998		$	21,473,039
Net realized gain on investment and foreign currency transactions		89,873,144			96,785,438
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		117,788,982			302,694,031
Net increase in net assets from operations		238,503,124			420,952,508
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,121,228	)		(1,113,605	)
Class B		(24,321,058	)		(15,878,596	)
Net realized gain on investment and foreign currency transactions
Class A		(7,015,301	)		(1,462,755	)
Class B		(91,158,928	)		(22,570,291	)
CAPITAL STOCK TRANSACTIONS
Net increase		572,670,898			741,355,980
Total increase		686,557,507			1,121,283,241
NET ASSETS
Beginning of period		2,018,547,162			897,263,921
End of period (including undistributed net investment income of $13,377,030 and $8,978,318, respectively)	$	2,705,104,669		$	2,018,547,162

See Notes to Financial Statements.

9

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio commenced operations on May 10, 2001. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

10

AllianceBernstein Variable Products Series Fund

2. Currency Translation

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

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

3. Taxes

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

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

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

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007, there were no expenses waived by the Adviser.

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

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $1,661,429, of which $49,237 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	743,584,553		$	286,636,660
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	$	580,846,274
Gross unrealized depreciation		(7,600,676	)
Net unrealized appreciation	$	573,245,598

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.

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AllianceBernstein Variable Products Series Fund

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

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

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

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

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

3. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

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

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

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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INTERNATIONAL VALUE 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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	2,862,947		2,902,550		$	73,198,587		$	63,224,190
Shares issued in reinvestment of dividends and distributions	352,353		125,676			9,136,529			2,576,360
Shares redeemed	(949,844	)	(800,418	)		(24,399,385	)		(17,692,729	)
Net increase	2,265,456		2,227,808		$	57,935,731		$	48,107,821
Class B
Shares sold	17,173,063		32,602,691		$	437,183,370		$	709,380,668
Shares issued in reinvestment of dividends and distributions	4,493,385		1,889,380			115,479,986			38,448,887
Shares redeemed	(1,490,322	)	(2,564,379	)		(37,928,189	)		(54,581,396	)
Net increase	20,176,126		31,927,692		$	514,735,167		$	693,248,159

NOTE F: Risks Involved in Investing in the Portfolio

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	22,004,118	$	5,167,063
Net long-term capital gains		19,021,129		5,404,938
Total distributions paid	$	41,025,247	$	10,572,001

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AllianceBernstein Variable Products Series Fund

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	66,357,230
Undistributed long-term capital gains		57,646,765
Unrealized appreciation/(depreciation)		439,216,854	(a)
Total accumulated earnings/(deficit)	$	563,220,849

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

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified

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

amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions

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AllianceBernstein Variable Products Series Fund

filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

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

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003			2002
Net asset value, beginning of period	$24.96		$19.07		$16.70		$13.45		$	9.35		$	9.87
Income From Investment Operations
Net investment income (a)	.38		.38		.26	(b)	.20	(b)		.13	(b)		.13	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.22		6.21		2.49		3.16			4.01			(.64	)
Net increase (decrease) in net asset value from operations	2.60		6.59		2.75		3.36			4.14			(.51	)
Less: Dividends and Distributions
Dividends from net investment income	(.31	)	(.30	)	(.10	)	(.08	)		(.04	)		(.01	)
Distributions from net realized gain on investment and foreign currency transactions	(1.01	)	(.40	)	(.28	)	(.03	)		–0	–		–0	–
Total dividends and distributions	(1.32	)	(.70	)	(.38	)	(.11	)		(.04	)		(.01	)
Net asset value, end of period	$26.24		$24.96		$19.07		$16.70			$13.45		$	9.35
Total Return
Total investment return based on net asset value (c)	10.47	%	35.36	%	16.92	%	25.12	%		44.36	%		(5.15	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$195,912		$129,837		$56,692		$47,095			$31,628			$14,391
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.82	%(d)	.85	%(e)	.86	%	.95	%		1.20	%		1.17	%
Expenses, before waivers and reimbursements	.82	%(d)	.85	%(e)	.87	%	1.13	%		1.49	%		2.20	%
Net investment income	2.95	%(d)	1.75	%(e)	1.54	%(b)	1.42	%(b)		1.16	%(b)		1.30	%(b)
Portfolio turnover rate	13	%	25	%	18	%	23	%		14	%		19	%

See footnote summary on page 19.

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AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003			2002
Net asset value, beginning of period	$24.74		$18.93		$16.61		$13.39		$	9.33		$	9.87
Income From Investment Operations
Net investment income (a)	.33		.33		.19	(b)	.15	(b)		.08	(b)		.08	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.21		6.16		2.50		3.16			4.01			(.61	)
Net increase (decrease) in net asset value from operations	2.54		6.49		2.69		3.31			4.09			(.53	)
Less: Dividends and Distributions
Dividends from net investment income	(.27	)	(.28	)	(.09	)	(.06	)		(.03	)		(.01	)
Distributions from net realized gain on investment and foreign currency transactions	(1.01	)	(.40	)	(.28	)	(.03	)		–0	–		–0	–
Total dividends and distributions	(1.28	)	(.68	)	(.37	)	(.09	)		(.03	)		(.01	)
Net asset value, end of period	$26.00		$24.74		$18.93		$16.61			$13.39			$9.33
Total Return
Total investment return based on net asset value (c)	10.34	%	35.05	%	16.58	%	24.86	%		43.95	%		(5.36	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$2,509,193		$1,888,710		$840,572		$284,443			$112,336			$26,133
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.07	%(d)	1.10	%(e)	1.11	%	1.20	%		1.45	%		1.44	%
Expenses, before waivers and reimbursements	1.07	%(d)	1.10	%(e)	1.12	%	1.38	%		1.74	%		2.47	%
Net investment income	2.64	%(d)	1.53	%(e)	1.08	%(b)	1.07	%(b)		.38	%(b)		.86	%(b)
Portfolio turnover rate	13	%	25	%	18	%	23	%		14	%		19	%

(a) Based on average shares outstanding.

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

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

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

19

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Value Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

20

AllianceBernstein Variable Products Series Fund

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.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3- and 5-year periods and (in the case of the Index) the since inception period (May 2001 inception). The directors noted that in the Performance Group and Performance Universe comparisons the Portfolio was in the 1st quintile in all periods reviewed. The comparative information showed that the Portfolio outperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

21

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points, plus the 1 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap) was lower than the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

22

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	2,164.9	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 $86,750 (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 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

² Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

³ The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

23

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days written notice. It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio		Fiscal Year End
International Value Portfolio	Class A Class B	1.20 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, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee5
International Value Portfolio	$	2,164.9	International Strategic Value Schedule 90 bp on 1st $25m 70 bp on next $25m 60 bp on next $50m 50 bp on the balance Minimum account size $25m	0.509	%	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 Fund advisory fee based on February 28, 2007 net assets.

24

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Value Fund a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Value Fund:⁶

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.75	%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ACITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ACITM Mutual Fund	Fee7
International Value Portfolio	Alliance International Diversified Value8	0.10%9
	AllianceBernstein International Value Equity A8	0.30%10
	AllianceBernstein Kokusai Value Stock8	0.70%
	Bernstein Kokusai Strategic Value8	0.95% on first ¥1 billion 0.85% on next ¥1.5 billion 0.70% on next ¥2.5 billion 0.60% on next ¥5 billion 0.50% thereafter

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the following sub-advisory relationships:

Portfolio	Sub-advised Fund	Fee Schedule
International Value Fund	Client # 1	0.65% on 1st $75 million 0.50% on next $25 million 0.40% on next $200 million 0.35% on next $450 million 0.30% thereafter
	Client # 211	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter

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 Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 6, 2007 by Reuters was ¥116.62 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $8.6 million.

8 This ACITM fund is privately placed or institutional.

9 In addition to the 0.10%, the Adviser charges the institutional account 0.5175% for the first ¥2.5 billion, 0.375% for the next ¥2.5 billion, 0.3275% for the next ¥2.5 billion, 0.28% for the next ¥10 billion and 0.185% thereafter.

10 The fund is offered to two institutional clients that are charged a separate fee for managing their assets in addition to the 0.30%. The first client is charged 0.33% for the first ¥2.5 billion, 0.195% for the next ¥2.5 billion, 0.105% for the next ¥5 billion and 0.06% thereafter. The second client is charged 0.40% for the first ¥2.5 billion, 0.25% for the next ¥2.5 billion, 0.15% for the next ¥5 billion and 0.10% thereafter.

11 This is the fee schedule of a fund managed by an affiliate of the Adviser.

25

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Sub-advised Fund	Fee Schedule
	Client # 3	0.70% on 1st $25 million 0.45% on next $25 million 0.35% on next $200 million 0.33% thereafter
	Client # 4	0.45% on 1st $200 million 0.36% on next $300 million 0.32% thereafter
	Client # 5	0.55% on 1st $150 million 0.50% on next $150 million 0.20% thereafter
	Client # 6	0.55% on 1st $150 million 0.40% thereafter
	Client # 7	0.50%
	Client # 8	0.30%
	Client # 9	0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/- Performance Fee
	Client # 10	0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% thereafter

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Funds by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹² at the approximate current asset level of the Portfolio.¹³

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.

12 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

13 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

26

AllianceBernstein Variable Products Series Fund

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

Portfolio	Contractual Management Fee14	Lipper Group Median	Rank
International Value Portfolio15	0.750	0.773	5/16

However, because Lipper had expanded the EG of the Portfolio under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁶ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁷

Portfolio	Expense Ratio (%)18	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
International Value Portfolio19	0.860	0.959	2/16	1.001	8/52

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than it does on a management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $3,247,442 in Rule 12b-1 fees.

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense caps that would effectively reduce the actual management fee.

15 The Portfolio’s EG includes the Portfolio, five other variable insurance product (“VIP”) International Value funds (“IFVE”) and ten VIP International Core funds (“IFCE”).

16 It should be noted that the expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested that only the EG be expanded.

17 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

18 Most recently completed fiscal year end Class A total expense ratio.

19 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE and IFCE funds, excluding outliers.

27

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payment in the amount of $1,518,773 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.²⁰

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

20 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

28

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended December 31, 2006.²³

International Value Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	35.36	28.50	27.37	1/6	1/16
3 year	25.57	20.38	20.28	1/6	2/16
5 year	22.08	16.46	15.15	1/6	3/16

Set forth below are the 1, 3, 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

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
International Value Portfolio	35.36	25.57	22.08	19.06	14.76	1.29	5
MSCI EAFE Index (Net)	26.34	19.93	14.98	10.80	13.43	0.93	5

Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

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 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.

22 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU. The criteria for including in or excluding a fund in/from a PU is somewhat different from that of an EU.

23 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Large Cap Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,059.17	$	4.29	0.84	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.63	$	4.21	0.84	%
Class B
Actual	$	1,000	$	1,057.64	$	5.56	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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	50,019,427	6.3	%
Apple, Inc.		48,986,856	6.1
WellPoint, Inc.		35,125,200	4.4
Boeing Co.		31,405,856	3.9
Chicago Mercantile Exchange Holdings, Inc.—Class A		29,464,610	3.7
Cisco Systems, Inc.		29,298,200	3.7
Comcast Corp.—Special—Class A		26,314,554	3.3
Hewlett-Packard Co.		24,804,258	3.1
Franklin Resources, Inc.		24,400,715	3.1
Gilead Sciences, Inc.		20,296,095	2.5
	$	320,115,771	40.1	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	235,807,161	29.6	%
Financials		149,723,494	18.8
Health Care		145,093,553	18.1
Consumer Discretionary		80,629,062	10.1
Industrials		79,033,108	9.9
Energy		37,765,568	4.7
Consumer Staples		31,708,240	4.0
Materials		26,530,010	3.3
Telecommunications Services		10,072,914	1.3
Short-Term Investments		1,623,000	0.2
Total Investments	$	797,986,110	100.0	%

Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.8%
INFORMATION TECHNOLOGY–29.5%
COMMUNICATIONS EQUIPMENT–5.3%
Cisco Systems, Inc.(a)	1,052,000	$	29,298,200
Qualcomm, Inc.	301,650		13,088,593
			42,386,793
COMPUTERS & PERIPHERALS–11.1%
Apple, Inc.(a)	401,400		48,986,856
Hewlett-Packard Co.	555,900		24,804,258
Network Appliance, Inc.(a)	357,350		10,434,620
Sun Microsystems, Inc.(a)	790,250		4,156,715
			88,382,449
INTERNET SOFTWARE & SERVICES–7.5%
Akamai Technologies, Inc.(a)	109,700		5,335,808
eBay, Inc.(a)	157,050		5,053,869
Google, Inc.—Class A(a)	95,570		50,019,427
			60,409,104
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.2%
Broadcom Corp.—Class A(a)	462,150		13,517,887
NVIDIA Corp.(a)	169,500		7,002,045
Texas Instruments, Inc.	129,600		4,876,848
			25,396,780
SOFTWARE–2.4%
Adobe Systems, Inc.(a)	241,850		9,710,278
Microsoft Corp.	323,100		9,521,757
			19,232,035
			235,807,161
FINANCIALS–18.8%
CAPITAL MARKETS–12.3%
The Blackstone Group LP(a)	317,900		9,304,933
Credit Suisse Group (New York) (ADR)	202,000		14,333,920
Franklin Resources, Inc.	184,500		24,440,715
The Goldman Sachs Group, Inc.	51,810		11,229,818
Lazard Ltd.—Class A	15,600		702,468
Legg Mason, Inc.	196,990		19,379,876
Merrill Lynch & Co., Inc.	221,900		18,546,402
			97,938,132
DIVERSIFIED FINANCIAL SERVICES–6.5%
Chicago Mercantile Exchange Holdings, Inc.—Class A	55,140		29,464,610
JPMorgan Chase & Co.	137,150		6,644,918
Moody’s Corp.	128,100		7,967,820
NYSE Euronext	104,700		7,708,014
			51,785,362
			149,723,494

Company	Shares	U.S. $ Value
HEALTH CARE–18.2%
BIOTECHNOLOGY–5.9%
Celgene Corp.(a)	172,000	$	9,860,760
Genentech, Inc.(a)	220,600		16,690,596
Gilead Sciences, Inc.(a)	523,500		20,296,095
			46,847,451
HEALTH CARE EQUIPMENT & SUPPLIES–2.2%
Alcon, Inc.	130,900		17,659,719
HEALTH CARE PROVIDERS & SERVICES–5.4%
Medco Health Solutions, Inc.(a)	102,250		7,974,478
WellPoint, Inc.(a)	440,000		35,125,200
			43,099,678
PHARMACEUTICALS–4.7%
Abbott Laboratories	341,500		18,287,325
Merck & Co., Inc.	162,000		8,067,600
Teva Pharmaceutical Industries, Ltd. (ADR)	124,600		5,139,750
Wyeth	104,500		5,992,030
			37,486,705
			145,093,553
CONSUMER DISCRETIONARY–10.1%
HOTELS, RESTAURANTS & LEISURE–3.2%
Hilton Hotels Corp.	236,850		7,927,370
McDonald’s Corp.	91,900		4,664,844
Starwood Hotels & Resorts Worldwide, Inc.	189,500		12,709,765
			25,301,979
MEDIA–3.3%
Comcast Corp.—Special— Class A(a)	941,150		26,314,554
MULTILINE RETAIL–3.6%
Kohl’s Corp.(a)	234,300		16,642,329
Target Corp.	194,500		12,370,200
			29,012,529
			80,629,062
INDUSTRIALS–9.9%
AEROSPACE & DEFENSE–7.5%
Boeing Co.	326,600		31,405,856
Honeywell International, Inc.	234,200		13,180,776
Spirit Aerosystems Holdings, Inc.—Class A(a)	326,900		11,784,745
United Technologies Corp.	51,800		3,674,174
			60,045,551
CONSTRUCTION & ENGINEERING–1.1%
Fluor Corp.	79,750		8,881,757
ELECTRICAL EQUIPMENT–0.6%
Emerson Electric Co.	92,100		4,310,280

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MACHINERY–0.7%
Deere & Co.	48,000	$	5,795,520
			79,033,108
ENERGY–4.7%
ENERGY EQUIPMENT & SERVICES–4.7%
Baker Hughes, Inc.	150,400		12,653,152
Halliburton Co.	175,400		6,051,300
Schlumberger, Ltd.	219,400		18,635,836
			37,340,288
OIL, GAS & CONSUMABLE FUELS–0.0%
Petro-Canada	8,000		425,280
			37,765,568
CONSUMER STAPLES–4.0%
BEVERAGES–0.9%
PepsiCo, Inc.	116,800		7,574,480
FOOD PRODUCTS–0.5%
WM Wrigley Jr Co.	67,300		3,722,363
HOUSEHOLD PRODUCTS–2.6%
Colgate-Palmolive Co.	74,800		4,850,780
Procter & Gamble Co.	254,300		15,560,617
			20,411,397
			31,708,240
MATERIALS–3.3%
CHEMICALS–3.3%
Air Products & Chemicals, Inc.	93,200		7,490,484
Monsanto Co.	281,900		19,039,526
			26,530,010

Company	Shares		U.S. $ Value
TELECOMMUNICATION SERVICES–1.3%
WIRELESS TELECOMMUNICATION SERVICES–1.3%
America Movil SAB de CV Series L (ADR)		162,650	$	10,072,914
Total Common Stocks (cost $648,028,333)				796,363,110
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
The Bank of New York 4.25%, 7/02/07 (cost $1,623,000)	$	1,623		1,623,000
TOTAL INVESTMENTS–100.0% (cost $649,651,333)				797,986,110
Other assets less liabilities–0.0%				281,008
NET ASSETS–100.0%			$	798,267,118

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $649,651,333)	$	797,986,110
Cash		886
Receivable for investment securities sold		35,075,521
Dividends and interest receivable		527,310
Receivable for capital stock sold		70,432
Total assets		833,660,259
LIABILITIES
Payable for capital stock redeemed		28,310,346
Payable for investment securities purchased		6,076,139
Advisory fee payable		535,926
Distribution fee payable		86,021
Administrative fee payable		19,185
Transfer Agent fee payable		59
Accrued expenses		365,465
Total liabilities		35,393,141
NET ASSETS	$	798,267,118
COMPOSITION OF NET ASSETS
Capital stock, at par	$	28,336
Additional paid-in capital		1,155,581,643
Accumulated net investment loss		(539,248	)
Accumulated net realized loss on investment transactions		(505,138,390	)
Net unrealized appreciation of investments		148,334,777
	$	798,267,118

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	400,043,153	14,055,246	$	28.46
B	$	398,223,965	14,280,601	$	27.89

See Notes to Financial Statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $14,608)	$	3,658,009
Interest		60,180
Total investment income		3,718,189
EXPENSES
Advisory fee		3,329,186
Distribution fee—Class B		541,174
Transfer agency—Class A		2,720
Transfer agency—Class B		2,596
Printing		146,704
Custodian		124,034
Administrative		47,000
Legal		24,142
Audit		19,101
Directors’ fees		1,461
Miscellaneous		19,319
Total expenses		4,257,437
Net investment loss		(539,248	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		54,654,008
Net change in unrealized appreciation/depreciation of investments		(2,535,530	)
Net gain on investment transactions		52,118,478
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	51,579,230

(a) On April 30, 2007, the portfolio had a redemption-in-kind with total proceeds in the amount of $66,857,006. The gain on investments of $8,292,069 will not be realized for tax purposes.

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, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(539,248	)	$	(2,560,371	)
Net realized gain on investment transactions		54,654,008			170,521,755
Net change in unrealized appreciation/depreciation of investments		(2,535,530	)		(181,181,117	)
Net increase (decrease) in net assets from operations		51,579,230			(13,219,733	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(183,755,576	)		(299,769,320	)
Total decrease		(132,176,346	)		(312,989,053	)
NET ASSETS
Beginning of period		930,443,464			1,243,432,517
End of period (including accumulated net investment loss of ($539,248) and $0, respectively)	$	798,267,118		$	930,443,464

See Notes to Financial Statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

8

AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $583,865, of which $9,820 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	400,683,049		$	583,200,434
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	$	154,323,159
Gross unrealized depreciation		(5,988,382	)
Net unrealized appreciation	$	148,334,777

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

10

AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	807,882		581,760		$	21,929,290		$	15,508,284
Shares redeemed	(4,393,433	)	(5,875,107	)		(122,881,216	)		(153,191,993	)
Net decrease	(3,585,551	)	(5,293,347	)	$	(100,951,926	)	$	(137,683,709	)
Class B
Shares sold	357,136		1,838,427		$	9,654,872		$	48,018,290
Shares redeemed	(3,385,012	)	(8,052,806	)		(92,458,522	)		(210,103,901	)
Net decrease	(3,027,876	)	(6,214,379	)	$	(82,803,650	)	$	(162,085,611	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year.

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(554,213,221	)(a)
Unrealized appreciation/(depreciation)		145,291,130	(b)
Total accumulated earnings/(deficit)	$	(408,922,091	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $554,213,221 of which $387,106,878 will expire in the year 2010 and $167,106,343 will expire in the year 2011. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $151,186,783.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”),

12

AllianceBernstein Variable Products Series Fund

Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties.

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$26.87		$26.99		$23.44		$21.58		$17.45		$25.16
Income From Investment Operations
Net investment income (loss) (a)	.00	(b)	(.03	)	(.07	)	(.03	)(c)	(.05	)(c)	(.08	)
Net realized and unrealized gain (loss) on investment transactions	1.59		(.09	)	3.62		1.89		4.18		(7.63	)
Net increase (decrease) in net asset value from operations	1.59		(.12	)	3.55		1.86		4.13		(7.71	)
Net asset value, end of period	$28.46		$26.87		$26.99		$23.44		$21.58		$17.45
Total Return
Total investment return based on net asset value (d)	5.92	%	(.44	)%	15.15	%	8.62	%	23.67	%	(30.64	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$400,043		$474,069		$618,980		$656,544		$917,935		$869,130
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.84	%(e)	.84	%(g)	.81	%	.81	%	1.04	%	1.05	%
Expenses, before waivers and reimbursements	.84	%(e)	.84	%(g)	.81	%	.98	%	1.05	%	1.05	%
Net investment income (loss)	.00	%(e)(f)	(.12	)%(g)	(.28	)%	(.13	)%(c)	(.24	)%(c)	(.41	)%
Portfolio turnover rate	46	%	81	%	54	%	73	%	79	%	109	%

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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$26.37		$26.55		$23.11		$21.33		$17.29		$25.00
Income From Investment Operations
Net investment loss (a)	(.03	)	(.09	)	(.12	)	(.08	)(c)	(.09	)(c)	(.13	)
Net realized and unrealized gain (loss) on investment transactions	1.55		(.09	)	3.56		1.86		4.13		(7.58	)
Net increase (decrease) in net asset value from operations	1.52		(.18	)	3.44		1.78		4.04		(7.71	)
Net asset value, end of period	$27.89		$26.37		$26.55		$23.11		$21.33		$17.29
Total Return
Total investment return based on net asset value (d)	5.76	%	(.68	)%	14.89	%	8.34	%	23.37	%	(30.84	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$398,224		$456,374		$624,453		$603,050		$693,764		$493,937
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.09	%(e)	1.08	%(g)	1.06	%	1.06	%	1.29	%	1.31	%
Expenses, before waivers and reimbursements	1.09	%(e)	1.08	%(g)	1.06	%	1.24	%	1.30	%	1.31	%
Net investment loss	(.25	)%(e)	(.37	)%(g)	(.53	)%	(.38	)%(c)	(.49	)%(c)	(.64	)%
Portfolio turnover rate	46	%	81	%	54	%	73	%	79	%	109	%

(a) Based on average shares outstanding.

(b) Amount is less than $0.005.

(c) Net of expenses reimbursed or waived by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) Ratio is less than .005%

(g) The ratio includes expenses attributable to costs of proxy solicitation.

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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Growth Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (June 1992 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 5th quintile in the 1- and 5-year periods, 3rd quintile in the 3-year period and 4th quintile in the 10-year period, and in the Performance Universe comparison the Portfolio was in the 5th quintile in the 1-year period, 3rd quintile in the 3- and 10-year periods, and 4th quintile in the 5-year period. The comparative information showed that the Portfolio outperformed the Index in the 3- and 10-year and since inception periods and underperformed the Index in the 1- and 5-year periods. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser (including the Adviser’s view that its “high conviction” style of growth investing had been out of favor for several years), and of the enhancements to its investment process being implemented by the Adviser with a view to improving investment performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was understandable. The directors informed the Adviser that they planned to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

18

AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points was higher than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 1 basis point. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group median and essentially the same as the Expense Universe median. The directors concluded that the Fund’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

19

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	883.9	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 $86,750 (0.01% of the Fund’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio			Fiscal Year
Large Cap Growth Portfolio	Class A	0.84	%	December 31
	Class B	1.08	%

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Large Cap Growth Portfolio	$883.9	Large Cap Growth Schedule	0.287	%	0.750	%
		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 $10m

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Large Cap Growth Fund, Inc.:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion	0.75	%
		0.65% on next $2.5 billion
		0.60% on the balance

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

21

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for American Growth Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Fund	Fee
American Growth Portfolio
Class A6	1.50	%
Class I (Institutional)	0.70	%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ACITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ACITM Mutual Fund	Fee
Large Cap Growth Fund, Inc.	Alliance American Premier Growth—Hedged /Non-Hedged	0.95	%
	Alliance American Premier Growth F / FB / FVA7	0.70	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Fund	Sub-advised Fund		Fee Schedule
Large Cap Growth Portfolio	Client	#18	0.60% on 1st $1 billion
			0.55% on next $500 million
			0.50% on next $500 million
			0.45% on next $500 million
			0.40% thereafter
	Client	#2	0.35% on 1st $50 million
			0.30% on next $100 million
			0.25% thereafter
	Client	#3	0.40% on first $300 million
			0.37% on next $300 million
			0.35% on next $300 million
			0.32% on next $600 million
			0.25% thereafter
	Client	#4	0.35%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s

6 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

7 This ACITM fund is privately placed or institutional.

8 This is the fee schedule of a fund managed by an affiliate of the Adviser.

22

AllianceBernstein Variable Products Series Fund

analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Large Cap Growth Portfolio	0.750	0.688	9/13

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 EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Large Cap Growth Portfolio	0.814	0.691	10/13	0.807	40/74

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to

23

9 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,286,947 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $987,151 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.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 with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2006.

24

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 December 31, 2006.¹⁷

Large Cap Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	-0.44	4.62	6.53	12/13	87/92
3 year	7.58	7.58	7.04	7/13	36/87
5 year	1.32	2.79	2.21	8/9	54/73
10 year	6.81	7.24	6.13	6/8	15/35

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmark.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Large Cap Growth Portfolio	-0.44	7.58	1.32	6.81	10.52	19.97	0.24	10
Russell 1000 Growth Index	9.07	6.87	2.69	5.44	8.77	19.24	0.18	10

Inception Date: June 26, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

15 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

17 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

18 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

19 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Real Estate Investment Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	933.70	$	3.88	0.81	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.78	$	4.06	0.81	%
Class B
Actual	$	1,000	$	932.93	$	5.08	1.06	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.54	$	5.31	1.06	%

* 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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	7,089,648	7.5	%
ProLogis		6,600,400	7.0
Vornado Realty Trust		5,360,192	5.7
Ventas, Inc.		4,234,000	4.5
General Growth Properties, Inc.		4,177,755	4.4
Host Hotels & Resorts, Inc.		3,353,325	3.6
Kimco Realty Corp.		3,319,704	3.5
AvalonBay Communities, Inc.		3,185,984	3.4
Boston Properties, Inc.		3,125,178	3.3
Forest City Enterprises, Inc.-Class A		3,000,224	3.2
	$	43,446,410	46.1	%

INDUSTRY DIVERSIFICATION

June 30, 2007 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Multi-Family	$	15,056,654	16.2	%
Diversified/Specialty		14,015,082	15.1
Regional Mall		13,236,920	14.3
Lodging		12,794,349	13.8
Office		10,501,522	11.3
Health Care		9,199,996	9.9
Shopping Center/Other Retail		9,122,566	9.9
Industrial Warehouse Distribution		6,600,400	7.1
Self Storage		2,066,458	2.2
Short-Term Investments		149,000	0.2
Total Investments	$	92,742,947	100.0	%

Please Note: The industry classifications presented herein are based on the industry
categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.1%
EQUITY: OTHER–24.6%
DIVERSIFIED/SPECIALTY–14.9%
Alexandria Real Estate Equities, Inc.	30,500	$	2,953,010
Digital Realty Trust, Inc.	71,700		2,701,656
Forest City Enterprises, Inc.—Class A	48,800		3,000,224
Vornado Realty Trust	48,800		5,360,192
			14,015,082
HEALTH CARE–9.7%
Health Care Property Investors, Inc.	56,100		1,622,973
Nationwide Health Properties, Inc.	85,600		2,328,320
Omega Healthcare Investors, Inc.	64,100		1,014,703
Ventas, Inc.	116,800		4,234,000
			9,199,996
			23,215,078
RETAIL–23.7%
REGIONAL MALL–14.0%
General Growth Properties, Inc.	78,900		4,177,755
Simon Property Group, Inc.	76,200		7,089,648
Taubman Centers, Inc.	39,700		1,969,517
			13,236,920
SHOPPING CENTER/OTHER RETAIL–9.7%
Developers Diversified Realty Corp.	34,800		1,834,308
Federal Realty Investment Trust	9,400		726,244
Kimco Realty Corp.	87,200		3,319,704
Ramco-Gershenson Properties	29,500		1,059,935
Saul Centers, Inc.	14,100		639,435
Tanger Factory Outlet Centers	41,200		1,542,940
			9,122,566
			22,359,486
RESIDENTIAL–18.1%
MULTI-FAMILY–15.9%
Apartment Investment & Management Co.—Class A	51,200		2,581,504
Archstone-Smith Trust	11,300		667,943
AvalonBay Communities, Inc.	26,800		3,185,984
Camden Property Trust	37,900		2,538,163
Equity Residential	48,400		2,208,492
Essex Property Trust, Inc.	6,700		779,210
Mid-America Apartment Communities, Inc.	45,100		2,366,848
UDR, Inc.	27,700		728,510
			15,056,654

Company	Shares or Principal Amount (000)		U.S. $ Value
SELF STORAGE–2.2%
Public Storage		26,900	$	2,066,458
				17,123,112
LODGING–13.6%
LODGING–13.6%
Ashford Hospitality Trust, Inc.		8,500		99,960
Equity Inns, Inc.		6,599		147,818
FelCor Lodging Trust, Inc.		82,000		2,134,460
Hilton Hotels Corp.		47,600		1,593,172
Host Hotels & Resorts, Inc.		145,040		3,353,325
LaSalle Hotel Properties		11,600		503,672
Starwood Hotels & Resorts Worldwide, Inc.		39,900		2,676,093
Strategic Hotels & Resorts, Inc.		79,800		1,794,702
Sunstone Hotel Investors, Inc.		17,300		491,147
				12,794,349
OFFICE–11.1%
OFFICE–11.1%
Boston Properties, Inc.		30,600		3,125,178
Brookfield Properties Corp.		108,750		2,643,712
Maguire Properties, Inc.		57,020		1,957,496
SL Green Realty Corp.		22,400		2,775,136
				10,501,522
INDUSTRIAL–7.0%
INDUSTRIAL WAREHOUSE DISTRIBUTION–7.0%
ProLogis		116,000		6,600,400
Total Common Stocks (cost $61,270,734)				92,593,947
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
The Bank of New York 4.25%, 7/02/07 (cost $149,000)	$	149		149,000
TOTAL INVESTMENTS–98.3% (cost $61,419,734)				92,742,947
Other assets less liabilities–1.7%				1,589,451
NET ASSETS–100.0%			$	94,332,398

See Notes to Financial Statements

3

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $61,419,734)	$	92,742,947
Cash		13,769
Receivable for investment securities sold		1,166,935
Dividends and interest receivable		294,323
Receivable for capital stock sold		260,078
Total assets		94,478,052
LIABILITIES
Advisory fee payable		46,386
Audit fee payable		21,686
Printing fee payable		19,652
Administrative fee payable		19,185
Custodian fee payable		17,516
Payable for capital stock redeemed		9,160
Distribution fee payable		6,660
Transfer Agent fee payable		59
Accrued expenses		5,350
Total liabilities		145,654
NET ASSETS	$	94,332,398
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,320
Additional paid-in capital		53,308,812
Distributions in excess of net investment income		(162,265	)
Accumulated net realized gain on investment transactions		9,857,318
Net unrealized appreciation of investments		31,323,213
	$	94,332,398

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	64,704,323	3,648,420	$	17.73
B	$	29,628,075	1,671,305	$	17.73

See Notes to Financial Statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $7,209)	$	310,552
Interest		31,334
Total investment income		341,886
EXPENSES
Advisory fee		307,698
Distribution fee—Class B		42,439
Transfer agency—Class A		979
Transfer agency—Class B		425
Custodian		56,309
Administrative		47,000
Audit		21,687
Printing		11,452
Legal		3,899
Directors’ fees		726
Miscellaneous		1,832
Total expenses		494,446
Net investment loss		(152,560	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		9,960,120
Net change in unrealized appreciation/depreciation of investments		(16,313,537	)
Net loss on investment transactions		(6,353,417	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(6,505,977	)

See Notes to Financial Statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(152,560	)	$	1,287,745
Net realized gain on investment transactions		9,960,120			16,269,378
Net change in unrealized appreciation/depreciation of investments		(16,313,537	)		13,184,606
Net increase (decrease) in net assets from operations		(6,505,977	)		30,741,729
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(931,803	)		(1,453,595	)
Class B		(356,998	)		(500,621	)
Net realized gain on investment transactions
Class A		(11,126,096	)		(9,286,857	)
Class B		(5,149,348	)		(3,779,939	)
CAPITAL STOCK TRANSACTIONS
Net increase		4,624,695			6,020,754
Total increase (decrease)		(19,445,527	)		21,741,471
NET ASSETS
Beginning of period		113,777,925			92,036,454
End of period (including distributions in excess of investment income and undistributed net investment income of ($162,265) and $1,279,096, respectively)	$	94,332,398		$	113,777,925

See Notes to Financial Statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return from long-term growth of capital and income. Prior to February 1, 2006, the Portfolio’s objective was to seek total return from long-term growth of capital and income principally through investing in equity securities of companies that are primarily engaged in or related to the real estate industry. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .90% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $29,595, none of which was paid to Sanford C. Bernstein & Co. LLC, and Sanford C. Bernstein Limited, affiliates of the Adviser.

8

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U. S. government securities)	$	26,363,912		$	38,510,328
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	$	32,899,702
Gross unrealized depreciation		(1,576,489	)
Net unrealized appreciation	$	31,323,213

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	260,051		607,488		$	6,060,408		$	12,929,499
Shares issued in reinvestment of dividends and distributions	624,115		569,785			12,057,899			10,740,452
Shares redeemed	(753,933	)	(1,021,095	)		(17,294,849	)		(21,832,571	)
Net increase	130,233		156,178		$	823,458		$	1,837,380
Class B
Shares sold	101,478		320,262		$	2,384,430		$	6,882,186
Shares issued in reinvestment of dividends and distributions	285,155		227,085			5,506,346			4,280,560
Shares redeemed	(182,964	)	(327,525	)		(4,089,539	)		(6,979,372	)
Net increase	203,669		219,822		$	3,801,237		$	4,183,374

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

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AllianceBernstein Variable Products Series Fund

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.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims of losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	2,994,315	$	6,167,554
Net long-term capital gains		12,026,697		5,777,454
Total taxable distributions		15,021,012		11,945,008
Total distributions paid	$	15,021,012	$	11,945,008

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,825,036
Undistributed long term capital gain		13,709,646
Unrealized appreciation/(depreciation)		47,553,806	(a)
Total accumulated earnings/(deficit)	$	65,088,488

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and

12

AllianceBernstein Variable Products Series Fund

Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Portfolio’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 must be incorporated no later than the last day on which a NAV is calculated preceding the Portfolio’s 2007 semi-annual report. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

13

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

14

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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net assets value, beginning of period	$22.83		$19.98		$20.66		$15.62		$11.52		$11.50
Income From Investment Operations
Net investment income (loss) (a)	(.02	)	.29		.32		.39	(b)	.46		.44	(b)
Net realized and unrealized gain (loss) on investment transactions	(1.17	)	6.02		1.84		5.05		3.99		(.12	)
Net increase (decrease) in net asset value from operations	(1.19	)	6.31		2.16		5.44		4.45		.32
Less: Dividends and Distributions
Dividends from net investment income	(.30	)	(.47	)	(.68	)	(.40	)	(.35	)	(.30	)
Distributions from net realized gain on investment transactions	(3.61	)	(2.99	)	(2.16	)	–0	–	–0	–	–0	–
Total dividends and distributions	(3.91	)	(3.46	)	(2.84	)	(.40	)	(.35	)	(.30	)
Net asset value, end of period	$17.73		$22.83		$19.98		$20.66		$15.62		$11.52
Total Return
Total investment return based on net asset value (c)	(6.63	)%	35.22	%	11.67	%	35.63	%	39.30	%	2.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$64,704		$80,317		$67,161		$88,441		$68,717		$50,062
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.81	%(d)	.83	%(e)	.83	%	.77	%	1.24	%	1.06	%
Expenses, before waivers and reimbursements	.81	%(d)	.83	%(e)	.83	%	.99	%	1.24	%	1.29	%
Net investment income (loss)	(.17	)%(d)	1.33	%(e)	1.64	%	2.26	%(b)	3.50	%	3.70	%(b)
Portfolio turnover rate	24	%	47	%	46	%	35	%	23	%	31	%

See footnote summary on page 16.

15

REAL ESTATE INVESTMENT 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net assets value, beginning of period	$22.80		$19.94		$20.54		$15.55		$11.48		$11.49
Income From Investment Operations
Net investment income (loss) (a)	(.06	)	.22		.38		.34	(b)	.43		.40	(b)
Net realized and unrealized gain (loss) on investment transactions	(1.15	)	6.03		1.72		5.03		3.98		(.11	)
Net increase (decrease) in net asset value from operations	(1.21	)	6.25		2.10		5.37		4.41		.29
Less: Dividends and Distributions
Dividends from net investment income	(.25	)	(.40	)	(.54	)	(.38	)	(.34	)	(.30	)
Distributions from net realized gain on investment transactions	(3.61	)	(2.99	)	(2.16	)	–0	–	–0	–	–0	–
Total dividends and distributions	(3.86	)	(3.39	)	(2.70	)	(.38	)	(.34	)	(.30	)
Net asset value, end of period	$17.73		$22.80		$19.94		$20.54		$15.55		$11.48
Total Return
Total investment return based on net asset value (c)	(6.71	)%	34.88	%	11.40	%	35.28	%	39.02	%	2.31	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$29,628		$33,461		$24,875		$67,457		$43,919		$16,626
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.06	%(d)	1.08	%(e)	1.06	%	1.02	%	1.49	%	1.31	%
Expenses, before waivers and reimbursements	1.06	%(d)	1.08	%(e)	1.06	%	1.24	%	1.49	%	1.52	%
Net investment income (loss)	(.52	)%(d)	1.04	%(e)	2.11	%	2.02	%(b)	3.22	%	3.43	%(b)
Portfolio turnover rate	24	%	47	%	46	%	35	%	23	%	31	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

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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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

17

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the National Association of Real Estate Investment Trusts Equity Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3- and 5-year periods and (in the case of the Index) the since inception period (January 1997 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 3rd quintile in the 1-year period and 4th quintile in the 3- and 5-year periods, and in the Performance Universe comparison the Portfolio was in the 4th quintile in the 1-, 3- and 5-year periods. The comparative information showed that the Portfolio outperformed the Index in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the initial fee rates in the institutional fee schedule were higher, and that the application of such fee schedule to the level of assets of the Portfolio would result in a fee rate that would be higher than that in the Portfolio’s Advisory Agreement prior to taking account of the administrative expense reimbursements made to the Adviser. The directors noted that adding the eight basis point administrative expense reimbursement to the Adviser resulted in a lower rate of total compensation to the Adviser under the institutional fee schedule than what is paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the 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 since mutual funds are constantly issuing and

18

AllianceBernstein Variable Products Series Fund

redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 55 basis points, plus the 8 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and Expense Universe medians. The directors concluded that the Fund’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

19

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	117.9	Real Estate Investment Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.08% of the Fund’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 Class B	0.83 1.08	% %	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

20

AllianceBernstein Variable Products Series Fund

differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio	$	117.9	Domestic REIT Strategy Schedule 70 bp on 1st $25m 60 bp on next $25m 50 bp on next $25m negotiable on the balance Minimum account size $10m	0.564	%5	0.550	%

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. a retail mutual fund, which has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Real Estate Investment Fund, Inc.:⁶

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Real Estate Investment Portfolio7	Global Real Estate Investment, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.55	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 Assumes 50 bp on the balance.

6 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

7 It should be noted that the Portfolio’s investment guidelines are more restrictive than that of AllianceBernstein Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AllianceBernstein Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

21

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for U.S. Real Estate Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Fund:

Fund	Fee
U.S. Real Estate Portfolio
Class A8	1.75	%
Class I (Institutional)	0.95	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee11	Lipper Group Median	Rank
Real Estate Investment Portfolio	0.550	0.834	1/15

Lipper also analyzed the Fund’s most recently completed fiscal year total expense ratio in comparison to the Fund’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 Fund.

Portfolio	Expense Ratio (%)13	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Real Estate Investment Portfolio	0.832	0.905	2/15	0.921	4/18

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

8 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

9 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $73,262 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $172,555 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹⁴

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio¹⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁶ for the periods ended December 31, 2006.¹⁷

Real Estate Investment Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	35.22	35.84	36.35	9/15	14/22
3 year	26.99	27.09	27.28	8/12	12/18
5 year	23.96	24.09	24.14	7/10	8/13

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)¹⁸ versus its benchmark.¹⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁰

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Real Estate Investment Portfolio	35.22	26.99	23.96	14.60	14.49	1.39	5
NAREIT Equity Index	35.06	25.85	23.20	14.48	14.16	1.38	5
Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

15 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

16 The Fund’s PG is identical to the Fund’s EG. The Fund’s PU is not identical to the Fund’s EU as the criteria for including or excluding a fund from a PU is somewhat different from that of an EU.

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 December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

20 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small Cap Growth Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,120.86	$	6.36	1.21	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.79	$	6.06	1.21	%
Class B
Actual	$	1,000	$	1,119.01	$	7.67	1.46	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.55	$	7.30	1.46	%

* 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, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Resources Connection, Inc.	$	1,380,288	2.1	%
DealerTrack Holdings, Inc.		1,285,716	1.9
LKQ Corp.		1,219,684	1.8
VistaPrint Ltd.		1,174,275	1.8
Strayer Education, Inc.		1,053,680	1.6
Orient-Express Hotels Ltd.—Class A		1,041,300	1.6
Baldor Electric Co.		1,029,952	1.6
Astec Industries, Inc.		1,017,502	1.5
Bill Barrett Corp.		1,016,508	1.5
Bucyrus International, Inc.—Class A		997,998	1.5
	$	11,216,903	16.9	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	16,745,411	25.1	%
Industrials		15,074,720	22.6
Health Care		10,683,113	16.0
Consumer Discretionary		10,207,952	15.3
Energy		6,551,117	9.8
Financials		3,486,278	5.2
Telecommunication Services		1,562,442	2.3
Technology		582,390	0.9
Consumer Staples		341,964	0.5
Consumer Services		222,240	0.3
Short-Term Investments		1,338,000	2.0
Total Investments	$	66,795,627	100.0	%

* Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.6%
INFORMATION TECHNOLOGY–25.2%
COMMUNICATIONS EQUIPMENT–2.1%
Dycom Industries, Inc.(a)	27,200	$	815,456
Netgear, Inc.(a)	15,900		576,375
			1,391,831
COMPUTERS & PERIPHERALS–1.1%
Synaptics, Inc.(a)	21,300		762,327
INTERNET SOFTWARE & SERVICES–5.7%
DealerTrack Holdings, Inc.(a)	34,900		1,285,716
LoopNet, Inc.(a)	23,400		545,922
Omniture, Inc.(a)	12,100		277,332
Switch & Data Facilities Co., Inc.(a)	24,800		475,912
VistaPrint, Ltd.(a)	30,700		1,174,275
			3,759,157
IT SERVICES–2.9%
Authorize.Net Holdings, Inc.(a)	39,900		713,811
Enernoc, Inc.(a)	400		15,252
Euronet Worldwide, Inc.(a)	4,300		125,388
Global Cash Access Holdings, Inc.(a)	31,600		506,232
VeriFone Holdings, Inc.(a)	16,200		571,050
			1,931,733
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.9%
Advanced Analogic Technologies, Inc.(a)	93,700		908,890
Eagle Test Systems, Inc.(a)	36,610		587,957
Hittite Microwave Corp.(a)	20,800		888,784
Integrated Device Technology, Inc.(a)	32,430		495,206
ON Semiconductor Corp.(a)	83,100		890,832
Verigy Ltd.(a)	29,200		835,412
			4,607,081
SOFTWARE–6.5%
Blackbaud, Inc.	26,020		574,521
Commvault Systems, Inc.(a)	21,900		378,213
MICROS Systems, Inc.(a)	18,100		984,640
Quest Software, Inc.(a)	36,420		589,640
THQ, Inc.(a)	27,350		834,722
Ultimate Software Group, Inc.(a)	32,200		931,546
			4,293,282
			16,745,411
INDUSTRIALS–22.7%
AEROSPACE & DEFENSE–1.4%
Hexcel Corp.(a)	44,400		935,508
AIR FREIGHT & LOGISTICS–0.5%
UTI Worldwide, Inc.	12,100		324,159

Company	Shares	U.S. $ Value
BUILDING PRODUCTS–0.7%
Dayton Superior Corp.(a)	36,900	$	498,150
COMMERCIAL SERVICES & SUPPLIES–8.3%
Huron Consulting Group, Inc.(a)	13,627		994,907
Innerworkings, Inc.(a)	17,600		281,952
Kenexa Corp.(a)	17,700		667,467
Knoll, Inc.	38,600		864,640
Resources Connection, Inc.(a)	41,600		1,380,288
Stericycle, Inc.(a)	19,980		888,311
Taleo Corp.—Class A(a)	19,000		428,070
			5,505,635
ELECTRICAL EQUIPMENT–1.6%
Baldor Electric Co.	20,900		1,029,952
MACHINERY–6.5%
Astec Industries, Inc.(a)	24,100		1,017,502
Bucyrus International, Inc.— Class A	14,100		997,998
IDEX Corp.	24,655		950,204
RBC Bearings, Inc.(a)	22,100		911,625
Watts Water Technologies, Inc.—Class A	12,600		472,122
			4,349,451
MARINE–1.5%
Kirby Corp.(a)	25,900		994,301
TRADING COMPANIES & DISTRIBUTORS–2.2%
Houston Wire & Cable Co.(a)	20,400		579,564
MSC Industrial Direct Co.— Class A	15,600		858,000
			1,437,564
			15,074,720
HEALTH CARE–16.1%
BIOTECHNOLOGY–1.5%
Alexion Pharmaceuticals, Inc.(a)	14,400		648,864
Amicus Therapeutics, Inc.(a)	13,100		150,650
Array Biopharma, Inc.(a)	14,200		165,714
			965,228
HEALTH CARE EQUIPMENT & SUPPLIES–4.2%
Abaxis, Inc.(a)	19,900		415,114
ArthroCare Corp.(a)	15,400		676,214
Hansen Medical, Inc.(a)	26,720		504,741
Meridian Bioscience, Inc.	43,450		941,127
TomoTherapy, Inc.(a)	11,500		252,080
			2,789,276
HEALTH CARE PROVIDERS & SERVICES–4.1%
HealthExtras, Inc.(a)	21,900		647,802
LHC Group, Inc.(a)	35,700		935,340
Psychiatric Solutions, Inc.(a)	17,900		649,054
WellCare Health Plans, Inc.(a)	5,469		494,999
			2,727,195

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE TECHNOLOGY–1.4%
Trizetto Group(a)	48,600	$	940,896
LIFE SCIENCES TOOLS & SERVICES–4.1%
Advanced Magnetics, Inc.(a)	10,100		587,416
Icon PLC (ADR)(a)	22,200		971,028
Nektar Therapeutics(a)	38,400		364,416
Ventana Medical Systems, Inc.(a)	10,100		780,427
			2,703,287
PHARMACEUTICALS–0.8%
Alexza Pharmaceuticals, Inc.(a)	17,700		146,379
Jazz Pharmaceuticals, Inc.(a)	7,500		119,925
Pozen, Inc.(a)	16,100		290,927
			557,231
			10,683,113
CONSUMER DISCRETIONARY–15.4%
DISTRIBUTORS–1.8%
LKQ Corp.(a)	49,460		1,219,684
DIVERSIFIED CONSUMER SERVICES–2.4%
Bright Horizons Family Solutions, Inc.(a)	12,900		501,939
Strayer Education, Inc.	8,000		1,053,680
			1,555,619
HOTELS, RESTAURANTS & LEISURE–5.6%
Great Wolf Resorts, Inc.(a)	37,900		540,075
Home Inns & Hotels Management, Inc. (ADR)(a)	19,200		618,432
Life Time Fitness, Inc.(a)	17,700		942,171
Orient-Express Hotels, Ltd.— Class A	19,500		1,041,300
Texas Roadhouse, Inc.— Class A(a)	46,300		592,177
			3,734,155
LEISURE EQUIPMENT & PRODUCTS–0.5%
MarineMax, Inc.(a)	17,700		354,354
MEDIA–1.0%
Morningstar, Inc.(a)	14,500		681,862
SPECIALTY RETAIL–3.3%
Citi Trends, Inc.(a)	18,900		717,444
Coldwater Creek, Inc.(a)	37,350		867,641
Zumiez, Inc.(a)	15,390		581,434
			2,166,519
TEXTILES APPAREL & LUXURY GOODS–0.8%
Under Armour, Inc.—Class A(a)	10,860		495,759
			10,207,952

Company	Shares	U.S. $ Value
ENERGY–9.9%
ENERGY EQUIPMENT & SERVICES–6.5%
Complete Production Services, Inc.(a)	25,900	$	669,515
Core Laboratories NV(a)	7,984		811,893
Dril-Quip, Inc.(a)	18,500		831,575
FMC Technologies, Inc.(a)	6,000		475,320
Tesco Corp.(a)	16,700		526,885
W-H Energy Services, Inc.—Class H(a)	16,100		996,751
			4,311,939
OIL, GAS & CONSUMABLE FUELS–3.4%
Bill Barrett Corp.(a)	27,600		1,016,508
Carrizo Oil & Gas, Inc.(a)	9,000		373,230
EXCO Resources, Inc.(a)	27,500		479,600
Penn Virginia Corp.	9,200		369,840
			2,239,178
			6,551,117
FINANCIALS–5.2%
CAPITAL MARKETS–3.2%
Affiliated Managers Group, Inc.(a)	6,000		772,560
GFI Group, Inc.(a)	1,000		72,480
Greenhill & Co., Inc.	12,000		824,520
OptionsXpress Holdings, Inc.	18,180		466,499
			2,136,059
COMMERCIAL BANKS–1.2%
Community Bancorp(a)	13,600		380,528
First Republic Bank	7,600		407,816
			788,344
DIVERSIFIED FINANCIAL SERVICES–0.4%
Primus Guaranty Ltd.(a)	27,530		295,121
THRIFTS & MORTGAGE FINANCE–0.4%
Clayton Holdings, Inc.(a)	23,420		266,754
			3,486,278
TELECOMMUNICATION SERVICES–2.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.4%
Cbeyond, Inc.(a)	16,600		639,266
NTELOS Holdings Corp.	33,400		923,176
			1,562,442
TECHNOLOGY–0.9%
COMPUTER PERIPHERALS–0.4%
Data Domain, Inc.(a)	10,000		230,000
SOFTWARE–0.5%
PROS Holdings, Inc.(a)	26,900		352,390
			582,390

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER STAPLES–0.5%
FOOD PRODUCTS–0.5%
Hain Celestial Group, Inc.(a)	12,600	$	341,964
CONSUMER SERVICES–0.3%
MISCELLANEOUS–0.3%
comScore, Inc.(a)	9,600		222,240
Total Common Stocks (cost $49,629,505)			65,457,627

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–2.0%
TIME DEPOSIT–2.0%
The Bank of New York 4.25%, 7/02/07 (cost $1,338,000)	$	1,338	$	1,338,000
TOTAL INVESTMENTS–100.6% (cost $50,967,505)				66,795,627
Other assets less liabilities–(0.6)%				(385,838	)
NET ASSETS–100.0%			$	66,409,789

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $50,967,505)	$	66,795,627
Receivable for investment securities sold		736,762
Dividends and interest receivable		5,559
Receivable for capital stock sold		1,422
Total assets		67,539,370
LIABILITIES
Due to custodian		10,324
Payable for investment securities purchased		843,789
Payable for capital stock redeemed		106,723
Advisory fee payable		42,414
Administrative fee payable		19,185
Distribution fee payable		4,574
Transfer Agent fee payable		59
Accrued expenses		102,513
Total liabilities		1,129,581
NET ASSETS	$	66,409,789
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,390
Additional paid-in capital		97,331,219
Accumulated net investment loss		(358,723	)
Accumulated net realized loss on investment transactions		(46,395,219	)
Net unrealized appreciation of investments		15,828,122
	$	66,409,789

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	44,941,720	2,954,133	$	15.21
B	$	21,468,069	1,435,824	$	14.95

See Notes to Financial Statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	75,092
Interest		20,660
Total investment income		95,752
EXPENSES
Advisory fee		258,813
Distribution fee—Class B		27,488
Transfer agency—Class A		1,301
Transfer agency—Class B		607
Custodian		73,672
Administrative		47,000
Audit		19,601
Printing		11,140
Legal		4,666
Directors’ fees		755
Miscellaneous		1,509
Total expenses		446,552
Net investment loss		(350,800	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		6,452,183
Net change in unrealized appreciation/depreciation of investments		1,772,685
Net gain on investment transactions		8,224,868
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,874,068

See Notes to Financial Statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(350,800	)	$	(722,442	)
Net realized gain on investment transactions		6,452,183			8,848,126
Net change in unrealized appreciation/depreciation of investments		1,772,685			(861,528	)
Net increase in net assets from operations		7,874,068			7,264,156
CAPITAL STOCK TRANSACTIONS
Net decrease		(12,032,360	)		(8,615,766	)
Total decrease		(4,158,292	)		(1,351,610	)
NET ASSETS
Beginning of period		70,568,081			71,919,691
End of period (including accumulated net investment loss of ($358,723) and ($7,923), respectively)	$	66,409,789		$	70,568,081

See Notes to Financial Statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek growth of capital by pursuing aggressive investment policies. Current income is incidental to the Portfolio’s objective. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Exchange, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain and loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holdings of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

10

AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $69,226, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to ..50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	27,441,379		$	39,906,090
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	16,652,759
Gross unrealized depreciation		(824,637	)
Net unrealized appreciation	$	15,828,122

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	79,645		802,592		$	1,130,371		$	10,449,898
Shares redeemed	(698,830	)	(1,264,557	)		(10,079,392	)		(16,507,629	)
Net decrease	(619,185	)	(461,965	)	$	(8,949,021	)	$	(6,057,731	)
Class B
Shares sold	112,753		520,053		$	1,561,375		$	6,865,945
Shares redeemed	(329,482	)	(725,793	)		(4,644,714	)		(9,423,980	)
Net decrease	(216,729	)	(205,740	)	$	(3,083,339	)	$	(2,558,035	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

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.

12

AllianceBernstein Variable Products Series Fund

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Components of Accumulated Earnings (Deficit)

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(52,050,020	)(a)
Unrealized appreciation/(depreciation)		13,250,132	(b)
Total accumulated earnings/(deficit)	$	(38,799,888	)

(a) On December 31, 2006, the Portfolio had a net capital loss carrryforward of $52,050,020 of which $120,803 expires in the year 2008, $6,605,979 expires in the year 2009, and $45,323,838 expires in 2010. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Portfolio’s merger with Brinson Series Trust Small Cap Growth Portfolio, may apply. During the current fiscal year, the Portfolio utilized capital loss carryforwards of $8,207,426.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges,

14

AllianceBernstein Variable Products Series Fund

among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$13.57		$12.26		$11.65		$10.17		$  6.83		$10.01
Income From Investment Operations
Net investment loss (a)	(.07	)	(.12	)	(.11	)	(.10	)(b)	(.09	)	(.07	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.71		1.43		.72		1.58		3.43		(3.11	)
Net increase (decrease) in net asset value from operations	1.64		1.31		.61		1.48		3.34		(3.18	)
Net asset value, end of period	$15.21		$13.57		$12.26		$11.65		$10.17		$  6.83
Total Return
Total investment return based on net asset value (c)	12.09	%	10.69	%	5.24	%	14.55	%	48.90	%	(31.77	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$44,942		$48,498		$49,453		$61,661		$61,079		$86,093
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.21	%(d)	1.16	%(e)	1.18	%	1.14	%	1.36	%	1.11	%
Expenses, before waivers and reimbursements	1.21	%(d)	1.16	%(e)	1.18	%	1.30	%	1.36	%	1.25	%
Net investment loss	(.94	)%(d)	(.90	)%(e)	(.93	)%	(.93	)%(b)	(1.10	)%	(.86	)%(b)
Portfolio turnover rate	40	%	76	%	90	%	92	%	129	%	111	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$13.36		$12.09		$11.53		$10.08		$  6.78		$  9.98
Income From Investment Operations
Net investment loss (a)	(.08	)	(.15	)	(.13	)	(.12	)(b)	(.11	)	(.09	)(b)
Net realized and unrealized gain (loss) on investment transactions	1.67		1.42		.69		1.57		3.41		(3.11	)
Net increase (decrease) in net asset value from operations	1.59		1.27		.56		1.45		3.30		(3.20	)
Net asset value, end of period	$14.95		$13.36		$12.09		$11.53		$10.08		$  6.78
Total Return
Total investment return based on net asset value (c)	11.90	%	10.51	%	4.86	%	14.39	%	48.67	%	(32.06	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$21,468		$22,070		$22,467		$24,448		$15,846		$5,101
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.46	%(d)	1.41	%(e)	1.43	%	1.40	%	1.61	%	1.37	%
Expenses, before waivers and reimbursements	1.46	%(d)	1.41	%(e)	1.43	%	1.56	%	1.61	%	1.51	%
Net investment loss	(1.19	)%(d)	(1.15	)%(e)	(1.18	)%	(1.19	)%(b)	(1.37	)%	(1.10	)%(b)
Portfolio turnover rate	40	%	76	%	90	%	92	%	129	%	111	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

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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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative

18

AllianceBernstein Variable Products Series Fund

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.

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 comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 2000 Growth Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (August 1996 inception). The directors also reviewed information prepared by the Adviser based on information from Lipper showing that the Fund outperformed the Index and was in the second quintile of the Performance Universe in the quarter ended March 31, 2007. The directors noted that in the Performance Group comparison the Portfolio was in the 4th quintile in the 1-year period, 3rd quintile in the 3- and 5-year periods and 5th quintile in the 10-year period and in the Performance Universe comparison the Portfolio was in the 3rd quintile in the 1-, 3- and 5-year periods and 5th quintile in the 10-year period. The comparative information showed that the Portfolio underperformed the Index in all periods reviewed. Based on their review and their discussion with the Adviser concerning the Portfolio’s performance and the improved performance in the first quarter of 2007, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the institutional fee schedule provided for higher rates on the first $150 million of assets, and that the application of such fee schedule to the level of assets of the Portfolio would result in a fee rate that would be higher than that in the Portfolio’s Advisory Agreement, even after taking into account the 12 basis point expense ratio impact of the administrative expense reimbursement provision in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

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SMALL CAP 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 and sub-advised funds. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 12 basis points, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (approximately $70 million as of February 28, 2007) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds. The directors concluded that the Fund’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

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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 an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)	Portfolio
Growth	75 bp on 1st $2.5 billion	$70.0	Small Cap Growth Portfolio
	65 bp on next $2.5 billion
	60 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.12% of the Fund’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio			Fiscal Year
Small Cap Growth Portfolio	Class A	1.16	%	December 31
	Class B	1.41	%

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

21

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Small Cap Growth Portfolio	$	70.0	Small Cap Growth Schedule 100 bp on 1st $50m 85 bp on next $50m 75 bp on the balance Minimum account size $10m	0.957	%	0.750	%

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Fund, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio:⁵

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Small Cap Growth Portfolio6	Cap Fund, Inc—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.75	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

6 The advisory fees of the Portfolio are paid on a monthly basis and are based on the portfolio’s average daily net assets, in contrast to AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio, whose fees are based on the portfolio’s net assets at the end of each quarter and are paid to the Adviser quarterly. The breakpoints in the fee schedules are the same for the Portfolio and the AllianceBernstein Mutual Fund.

22

AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Fund	Sub-advised Fund		Fee Schedule
Small Cap Growth Portfolio	Client	#17	0.60% on 1st $1 billion
			0.55% on next $500 million
			0.50% on next $500 million
			0.45% on next $500 million
			0.40% thereafter
	Client	#2	0.65% on 1st $25 million
			0.60% on next $75 million
			0.55% thereafter

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Small Cap Growth Portfolio	0.750	0.800	2/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Small Cap Growth Portfolio	1.178	0.992	11/13	0.990	33/37

7 This is the fee schedule of a fund managed by an affiliate of the Adviser.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

23

SMALL CAP GROWTH 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 increased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $58,239 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $257,141 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹³

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2006.

24

AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended December 31, 2006.¹⁶

Small Cap Growth Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	10.69	11.04	12.39	8/13	26/47
3 year	10.09	9.82	9.82	6/13	22/45
5 year	6.27	5.91	5.77	5/12	17/38
10 year	3.95	4.80	5.39	5/6	14/16

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Small Cap Growth Portfolio	10.69	10.09	6.27	3.95	4.41	22.92	0.12	10
Russell 2000 Growth Index	13.35	10.51	6.93	4.88	5.26	25.90	0.17	10

Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

17 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

19 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small/Mid Cap Value Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,137.70	$	4.45	0.84	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.63	$	4.21	0.84	%
Class B
Actual	$	1,000	$	1,137.51	$	5.78	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

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
SPX Corp.	$	8,482,446	1.7	%
Celanese Corp.—Series A		8,329,944	1.6
Arch Capital Group Ltd.		8,284,068	1.6
Kennametal, Inc.		7,956,910	1.6
TRW Automotive Holdings Corp.		7,476,490	1.5
Lubrizol Corp.		7,461,980	1.5
Reliant Energy, Inc.		7,397,775	1.5
Rockwood Holdings, Inc.		7,397,720	1.5
ArvinMeritor, Inc.		7,397,040	1.4
Platinum Underwriters Holdings Ltd.		6,915,250	1.4
	$	77,099,623	15.3	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Industrials	$	119,525,082	23.4	%
Financials		106,616,857	20.9
Materials		57,348,483	11.2
Information Technology		51,339,495	10.0
Consumer Discretionary		42,760,180	8.4
Consumer Staples		37,114,754	7.3
Utilities		27,913,133	5.5
Health Care		24,312,348	4.8
Energy		14,831,502	2.9
Short-Term Investments		28,390,000	5.6
Total Investments	$	510,151,834	100.0	%

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The 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
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–95.8%
INDUSTRIALS–23.8%
AEROSPACE & DEFENSE–1.1%
Goodrich Corp.	89,275	$	5,317,219
AIRLINES–1.7%
Alaska Air Group, Inc.(a)	109,700		3,056,242
Continental Airlines, Inc.— Class B(a)	94,700		3,207,489
Skywest, Inc.	93,000		2,216,190
			8,479,921
COMMERCIAL SERVICES & SUPPLIES–3.4%
IKON Office Solutions, Inc.	414,000		6,462,540
Kelly Services, Inc.—Class A	83,000		2,279,180
Quebecor World, Inc.	168,000		2,041,200
United Stationers, Inc.(a)	94,595		6,303,811
			17,086,731
ELECTRICAL EQUIPMENT–3.1%
Acuity Brands, Inc.	70,600		4,255,768
Cooper Industries, Ltd.— Class A	84,400		4,818,396
Regal-Beloit Corp.	140,300		6,529,562
			15,603,726
MACHINERY–6.9%
AGCO Corp.(a)	60,000		2,604,600
Briggs & Stratton Corp.	170,900		5,393,604
Kennametal, Inc.	97,000		7,956,910
Mueller Industries, Inc.	131,000		4,511,640
SPX Corp.	96,600		8,482,446
Terex Corp.(a)	71,000		5,772,300
			34,721,500
ROAD & RAIL–6.3%
Arkansas Best Corp.	127,000		4,949,190
Avis Budget Group, Inc.(a)	215,000		6,112,450
Con-way, Inc.	115,625		5,809,000
Laidlaw International, Inc.	126,600		4,374,030
Ryder System, Inc.	99,000		5,326,200
Werner Enterprises, Inc.	245,100		4,938,765
			31,509,635
TRADING COMPANIES & DISTRIBUTORS–1.3%
GATX Corp.	138,200		6,806,350
			119,525,082
FINANCIALS–21.2%
CAPITAL MARKETS–1.1%
A.G. Edwards, Inc.	66,900		5,656,395
COMMERCIAL BANKS–4.6%
Central Pacific Financial Corp.	133,900		4,420,039
The South Financial Group, Inc.	164,000		3,712,960
Susquehanna Bancshares, Inc.	218,600		4,890,082
Trustmark Corp.	139,806		3,615,383
UnionBanCal Corp.	45,900		2,740,230
Whitney Holding Corp.	130,900		3,940,090
			23,318,784

Company	Shares	U.S. $ Value
INSURANCE–8.4%
Arch Capital Group Ltd.(a)	114,200	$	8,284,068
Aspen Insurance Holdings, Ltd.	208,000		5,838,560
Fidelity National Financial, Inc.—Class A	231,000		5,474,700
Old Republic International Corp.	286,875		6,098,963
PartnerRe, Ltd.	17,700		1,371,750
Platinum Underwriters Holdings, Ltd.	199,000		6,915,250
RenaissanceRe Holdings, Ltd.	33,600		2,082,864
StanCorp Financial Group, Inc.	112,000		5,877,760
			41,943,915
REAL ESTATE INVESTMENT TRUSTS (REITs)–3.4%
Ashford Hospitality Trust, Inc.	211,000		2,481,360
Digital Realty Trust, Inc.	55,800		2,102,544
FelCor Lodging Trust, Inc.	189,600		4,935,288
Highland Hospitality Corp.	138,000		2,649,600
Mid-America Apartment Communities, Inc.	60,000		3,148,800
Strategic Hotels & Resorts, Inc.	85,500		1,922,895
			17,240,487
THRIFTS & MORTGAGE FINANCE–3.7%
Astoria Financial Corp.	175,900		4,404,536
Provident Financial Services, Inc.	247,000		3,892,720
Radian Group, Inc.	83,800		4,525,200
Sovereign Bancorp, Inc.	42,500		898,450
Webster Financial Corp.	111,000		4,736,370
			18,457,276
			106,616,857
MATERIALS–11.4%
CHEMICALS–6.9%
Ashland, Inc.	80,825		5,168,759
Celanese Corp.—Series A	214,800		8,329,944
Cytec Industries, Inc.	97,300		6,204,821
Lubrizol Corp.	115,600		7,461,980
Rockwood Holdings, Inc.(a)	202,400		7,397,720
			34,563,224
CONTAINERS & PACKAGING–1.8%
Owens-Illinois, Inc.(a)	109,100		3,818,500
Silgan Holdings, Inc.	93,480		5,167,574
			8,986,074
METALS & MINING–2.7%
Chaparral Steel Co.	20,600		1,480,522
Commercial Metals Co.	73,800		2,492,226
Metal Management, Inc.	104,100		4,587,687
Steel Dynamics, Inc.	125,000		5,238,750
			13,799,185
			57,348,483

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–10.2%
COMMUNICATIONS EQUIPMENT–2.3%
Andrew Corp.(a)	385,800	$	5,570,952
CommScope, Inc.(a)	104,700		6,109,245
			11,680,197
ELECTRONIC EQUIPMENT & INSTRUMENTS–3.8%
Arrow Electronics, Inc.(a)	121,500		4,669,245
AVX Corp.	63,400		1,061,316
Celestica, Inc.(a)	167,005		1,043,781
Checkpoint Systems, Inc.(a)	121,500		3,067,875
Sanmina-SCI Corp.(a)	411,679		1,288,555
Solectron Corp.(a)	107,400		395,232
Tech Data Corp.(a)	49,500		1,903,770
Vishay Intertechnology, Inc.(a)	351,000		5,552,820
			18,982,594
IT SERVICES–0.9%
Covansys Corp.(a)	85,000		2,884,050
CSG Systems International, Inc.(a)	71,200		1,887,512
			4,771,562
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.2%
Amkor Technology, Inc.(a)	170,000		2,677,500
Siliconware Precision Industries Co. (ADR)	239,058		2,629,638
Spansion, Inc.—Class A(a)	240,000		2,664,000
Teradyne, Inc.(a)	159,600		2,805,768
Zoran Corp.(a)	255,900		5,128,236
			15,905,142
			51,339,495
CONSUMER DISCRETIONARY–8.5%
AUTO COMPONENTS–3.4%
ArvinMeritor, Inc.	333,200		7,397,040
Autoliv, Inc.	38,500		2,189,495
TRW Automotive Holdings Corp.(a)	203,000		7,476,490
			17,063,025
HOTELS, RESTAURANTS & LEISURE–2.0%
Jack in the Box, Inc.(a)	47,700		3,383,838
Papa John’s International, Inc.(a)	137,654		3,958,929
Vail Resorts, Inc.(a)	44,200		2,690,454
			10,033,221
HOUSEHOLD DURABLES–0.9%
Furniture Brands International, Inc.	186,000		2,641,200
KB Home	52,000		2,047,240
			4,688,440

Company	Shares	U.S. $ Value
MULTILINE RETAIL–0.5%
Dillard’s, Inc.—Class A	70,000	$	2,515,100
SPECIALTY RETAIL–0.9%
AutoNation, Inc.(a)	121,149		2,718,584
Office Depot, Inc.(a)	55,000		1,666,500
			4,385,084
TEXTILES APPAREL & LUXURY GOODS–0.8%
VF Corp.	44,500		4,075,310
			42,760,180
CONSUMER STAPLES–7.4%
BEVERAGES–1.3%
Molson Coors Brewing Co.—Class B	68,600		6,342,756
FOOD & STAPLES RETAILING–3.6%
Performance Food Group Co.(a)	211,100		6,858,639
Ruddick Corp.	196,000		5,903,520
SUPERVALU, Inc.	113,700		5,266,584
			18,028,743
FOOD PRODUCTS–1.2%
Corn Products International, Inc.	138,300		6,285,735
TOBACCO–1.3%
Universal Corp.	106,000		6,457,520
			37,114,754
UTILITIES–5.6%
ELECTRIC UTILITIES–3.0%
Allegheny Energy, Inc.(a)	44,000		2,276,560
Northeast Utilities	192,200		5,450,792
Reliant Energy, Inc.(a)	274,500		7,397,775
			15,125,127
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.7%
Constellation Energy Group, Inc.	41,000		3,573,970
MULTI-UTILITIES–1.9%
Puget Energy, Inc.	171,800		4,154,124
Wisconsin Energy Corp.	114,400		5,059,912
			9,214,036
			27,913,133
HEALTH CARE–4.8%
HEALTH CARE PROVIDERS & SERVICES–2.7%
Genesis HealthCare Corp.(a)	66,000		4,515,720
Kindred Healthcare, Inc.(a)	130,000		3,993,600
Molina Healthcare, Inc.(a)	92,925		2,836,071
Universal Health Services, Inc.—Class B	37,800		2,324,700
			13,670,091
LIFE SCIENCES TOOLS & SERVICES–1.4%
PerkinElmer, Inc.	262,300		6,835,538

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
PHARMACEUTICALS–0.7%
Endo Pharmaceuticals Holdings, Inc.(a)	61,375	$	2,100,866
King Pharmaceuticals, Inc.(a)	83,375		1,705,853
			3,806,719
			24,312,348
ENERGY–2.9%
ENERGY EQUIPMENT & SERVICES–2.3%
Hanover Compressor Co.(a)	248,233		5,920,357
Oil States International, Inc.(a)	62,000		2,563,080
Rowan Cos., Inc.	52,900		2,167,842
Todco(a)	27,100		1,279,391
			11,930,670
OIL, GAS & CONSUMABLE FUELS–0.6%
Hess Corp.	49,200		2,900,832
			14,831,502
Total Common Stocks (cost $387,594,640)			481,761,834

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–5.7%
TIME DEPOSIT–5.7%
The Bank of New York 4.25%, 7/02/07 (cost $28,390,000)	$	28,390	$	28,390,000
TOTAL INVESTMENTS–101.5% (cost $415,984,640)				510,151,834
Other assets less liabilities–(1.5)%				(7,453,908	)
NET ASSETS–100.0%			$	502,697,926

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $415,984,640)	$	510,151,834
Cash		1,579
Receivable for capital stock sold		505,628
Dividends and interest receivable		396,109
Receivable for investment securities sold		28,636
Total assets		511,083,786
LIABILITIES
Payable for capital stock redeemed		7,277,171
Payable for investment securities purchased		607,825
Advisory fee payable		322,440
Distribution fee payable		67,760
Administrative fee payable		11,760
Transfer Agent fee payable		66
Accrued expenses		98,838
Total liabilities		8,385,860
NET ASSETS	$	502,697,926
COMPOSITION OF NET ASSETS
Capital stock, at par	$	26,319
Additional paid-in capital		384,849,879
Undistributed net investment income		1,056,689
Accumulated net realized gain on investment transactions		22,597,845
Net unrealized appreciation of investments		94,167,194
	$	502,697,926

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	181,175,864	9,463,614	$	19.14
B	$	321,522,062	16,855,677	$	19.08

See Notes to Financial Statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	2,941,869
Interest		418,378
Total investment income		3,360,247
EXPENSES
Advisory fee		1,708,815
Distribution fee—Class B		352,964
Transfer agency—Class A		1,155
Transfer agency—Class B		1,886
Custodian		74,512
Administrative		47,000
Printing		38,881
Audit		19,122
Legal		9,693
Directors’ fees		757
Miscellaneous		8,075
Total expenses		2,262,860
Net investment income		1,097,387
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		22,785,945
Net change in unrealized appreciation/depreciation of investments		33,320,983
Net gain on investment transactions		56,106,928
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	57,204,315

See Notes to Financial Statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,097,387		$	3,641,634
Net realized gain on investment transactions		22,785,945			30,916,131
Net change in unrealized appreciation/depreciation of investments		33,320,983			14,815,682
Net increase in net assets from operations		57,204,315			49,373,447
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,546,634	)		(603,339	)
Class B		(2,098,492	)		(500,061	)
Net realized gain on investment transactions
Class A		(11,437,901	)		(9,975,197	)
Class B		(19,627,077	)		(14,763,715	)
CAPITAL STOCK TRANSACTIONS
Net increase		68,987,497			67,035,082
Total increase		91,481,708			90,566,217
NET ASSETS
Beginning of period		411,216,218			320,650,001
End of period (including undistributed net investment income of $1,056,689 and $3,604,428, respectively)	$	502,697,926		$	411,216,218

See Notes to Financial Statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”), formerly AllianceBernstein Small Cap Value Portfolio, is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on May 1, 2001. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of 1% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007, there were no expenses waived by the Adviser.

10

AllianceBernstein Variable Products Series Fund

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $130,910, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	101,819,678		$	75,361,350
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	$	106,065,953
Gross unrealized depreciation		(11,898,759	)
Net unrealized appreciation	$	94,167,194

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	1,852,782		2,333,093		$	36,130,325		$	40,439,189
Shares issued in reinvestment of dividends and distributions	671,730		640,735			12,984,535			10,578,536
Shares redeemed	(1,901,170	)	(2,003,188	)		(36,622,545	)		(34,746,319	)
Net increase	623,342		970,640		$	12,492,315		$	16,271,406
Class B
Shares sold	2,852,789		3,705,438		$	55,563,066		$	63,976,712
Shares issued in reinvestment of dividends and distributions	1,128,015		927,889			21,725,569			15,263,776
Shares redeemed	(1,092,940	)	(1,639,985	)		(20,793,453	)		(28,476,812	)
Net increase	2,887,864		2,993,342		$	56,495,182		$	50,763,676

12

AllianceBernstein Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	5,332,956	$	5,220,753
Net long-term capital gains		20,509,356		8,787,944
Total taxable distributions		25,842,312		14,008,697
Total distributions paid	$	25,842,312	$	14,008,697

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	6,907,312
Undistributed long-term capital gains		27,638,326
Unrealized appreciation/(depreciation)		60,781,879	(a)
Total accumulated earnings/(deficit)	$	95,327,517

(a) The differences between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the

14

AllianceBernstein Variable Products Series Fund

Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after

15

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

16

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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$18.08		$17.06		$16.84		$14.49		$10.46		$11.18
Income From Investment Operations
Net investment income (a)	.06		.20		.09	(b)	.14	(b)	.04	(b)	.12	(b)
Net realized and unrealized gain (loss) on investment transactions	2.44		2.14		1.02		2.60		4.23		(.81	)
Net increase (decrease) in net asset value from operations	2.50		2.34		1.11		2.74		4.27		(.69	)
Less: Dividends and Distributions
Dividends from net investment income	(0.17	)	(.08	)	(.13	)	(.03	)	(.07	)	(.02	)
Distributions from net realized gain on investment transactions	(1.27	)	(1.24	)	(.76	)	(.36	)	(.17	)	(.01	)
Total dividends and distributions	(1.44	)	(1.32	)	(.89	)	(.39	)	(.24	)	(.03	)
Net asset value, end of period	$19.14		$18.08		$17.06		$16.84		$14.49		$10.46
Total Return
Total investment return based on net asset value (c)	13.77	%	14.42	%	6.91	%	19.30	%	41.26	%	(6.20	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$181,176		$159,804		$134,235		$118,981		$90,949		$55,592
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.84	%(d)	.86	%(e)	.87	%	.86	%	1.20	%	1.13	%
Expenses, before waivers and reimbursements	.84	%(d)	.86	%(e)	.87	%	1.09	%	1.28	%	1.41	%
Net investment income	.63	%(d)	1.15	%(e)	.53	%(b)	.96	%(b)	.34	%(b)	1.04	%(b)
Portfolio turnover rate	17	%	46	%	33	%	30	%	21	%	28	%

See footnote summary on page 18.

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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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$18.00		$16.99		$16.79		$14.46		$10.46		$11.20
Income From Investment Operations
Net investment income (a)	.04		.16		.05	(b)	.11	(b)	.01	(b)	.08	(b)
Net realized and unrealized gain (loss) on investment transactions	2.45		2.13		1.01		2.59		4.22		(.79	)
Net increase (decrease) in net asset value from operations	2.49		2.29		1.06		2.70		4.23		(.71	)
Less: Dividends and Distributions
Dividends from net investment income	(0.14	)	(.04	)	(.10	)	(.01	)	(.06	)	(.02	)
Distributions from net realized gain on investment transactions	(1.27	)	(1.24	)	(.76	)	(.36	)	(.17	)	(.01	)
Total dividends and distributions	(1.41	)	(1.28	)	(.86	)	(.37	)	(.23	)	(.03	)
Net asset value, end of period	$19.08		$18.00		$16.99		$16.79		$14.46		$10.46
Total Return
Total investment return based on net asset value (c)	13.75	%	14.20	%	6.63	%	19.08	%	40.89	%	(6.37	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$321,522		$251,412		$186,415		$142,516		$82,954		$22,832
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.09	%(d)	1.11	%(e)	1.12	%	1.12	%	1.45	%	1.43	%
Expenses, before waivers and reimbursements	1.09	%(d)	1.11	%(e)	1.12	%	1.34	%	1.53	%	1.70	%
Net investment income	.39	%(d)	.91	%(e)	.29	%(b)	.75	%(b)	.05	%(b)	.74	%(b)
Portfolio turnover rate	17	%	46	%	33	%	30	%	21	%	28	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

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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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

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SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 2500 Value Index (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3- and 5-year periods and (in the case of the Index) the since inception period (May 2001 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 3rd quintile in the 1-year period, 5th quintile in the 3-year period and 1st quintile in the 5-year period, and in the Performance Universe comparison the Portfolio was in the 3rd quintile in the 1-year period, 4th quintile in the 3-year period and 1st quintile in the 5-year period. The comparative information showed that the Portfolio outperformed the Index in the 5-year and since inception periods and underperformed the Index in the 1- and 3-year periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

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 since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

20

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 expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement was 2 basis points, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors 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 the same as the Expense Group and Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

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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 an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	434.2	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 $86,750 (0.02% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 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

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

22

AllianceBernstein Variable Products Series Fund

expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking			Gross Expense Ratio		Fiscal Year End
Small/Mid Cap Value Portfolio	Class A Class B	1.20 1.45	% %	0.86 1.11	% %	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule5	Effective AB Inst. Adv. Fee		Fund Advisory Fee6
Small/Mid Cap Value Portfolio	$	434.2	Small & Mid Cap Value Schedule 95 bp on 1st $25m 75 bp on next $25m 65 bp on next $50m 55 bp on the balance Minimum account size $10m	0.596	%	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 With respect to the Portfolios listed as “N/A,” the Adviser has represented that there are no categories in the Form ADV for institutional products with substantially similar investment styles as the Portfolios.

6 Fund advisory fee based on February 28, 2007 net assets.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Small/Mid Cap Value Fund, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Small/Mid Cap Value Fund:⁷

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Small/Mid Cap Value Portfolio	Small/Mid Cap Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.75	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Fund	Sub-advised Fund	Fee Schedule
Small/Mid Cap Value Portfolio	Client #1	0.50% on 1st $250 million 0.45% thereafter
	Client #2	0.72% on 1st $25 million 0.54% on next $250 million 0.50% thereafter
	Client #3	0.80% on 1st $25 million 0.60% thereafter

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Small/Mid Cap Value Portfolio	0.750	0.750	9/17

7 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively Small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee would not reflect any advisory fee waivers or expense reimbursements related to expense caps that would effectively reduce the actual management fee.

24

AllianceBernstein Variable Products Series Fund

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Small/Mid Cap Value Portfolio	0.866	0.866	8/17	0.866	11/23

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than it does on a management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2006, relative to 2005.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $548,107 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payment in the amount of $402,299 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year end Class A total expense ratio.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹³

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, and 5 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended December 31, 2006.¹⁶

Small/Mid Cap Value Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	14.42	14.42	14.24	9/17	15/30
3 year	13.43	14.55	14.45	13/16	20/27
5 year	14.10	13.42	13.12	2/11	2/18

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2006.

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Small/Mid Cap Value Portfolio	14.42	13.43	14.10	14.58	14.55	0.81	5
Russell 2500 Value Index	17.80	14.02	13.16	11.99	13.81	0.94	5
Russell 2500 Index	16.17	14.10	12.19	10.62	15.04	0.68	5

Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

17 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

19 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Utility Income Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

UTILITY INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Utility Income Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,106.22	$	4.70	0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.33	$	4.51	0.90	%
Class B
Actual	$	1,000	$	1,104.78	$	6.00	1.15	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.09	$	5.76	1.15	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

UTILITY INCOME PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Entergy Corp. (Common & Preferred)	$	3,580,870	4.3	%
AT&T, Inc.		3,228,907	3.8
America Movil SAB de CV Series L (ADR)		2,660,513	3.2
Public Service Enterprise Group, Inc.		2,492,952	3.0
Oneok, Inc.		2,409,598	2.9
Equitable Resources, Inc.		2,314,452	2.7
NRG Energy, Inc.		2,253,094	2.7
FPL Group, Inc.		2,144,772	2.5
Allegheny Energy, Inc.		2,100,644	2.5
Verizon Communications, Inc.		2,087,319	2.5
	$	25,273,121	30.1	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Utilities	$	62,410,405	74.3	%
Telecommunication Services		13,230,093	15.8
Energy		5,275,034	6.3
Consumer Discretionary		1,104,400	1.3
Industrials		1,013,467	1.2
Other Instruments		846,600	1.0
Materials		118,827	0.1
Total Investments	$	83,998,826	100.0	%

Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

UTILITY INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–93.5%
UTILITIES–70.8%
ELECTRIC UTILITIES–33.3%
Allegheny Energy, Inc.(a)	40,600	$	2,100,644
American Electric Power Co., Inc.	29,583		1,332,418
Cia Energetica de Minas Gerais (ADR)	84,900		1,791,390
CLP Holdings Ltd.	163,000		1,094,177
CPFL Energia, SA (ADR)	9,400		570,862
Duke Energy Corp.	83,448		1,527,098
Edison International	35,100		1,969,812
Enel SpA (ADR)	23,050		1,237,785
Entergy Corp.	20,200		2,168,470
Exelon Corp.	21,200		1,539,120
FirstEnergy Corp.	26,300		1,702,399
Fortum Oyj	28,000		874,930
FPL Group, Inc.	37,800		2,144,772
Great Plains Energy, Inc.	22,162		645,358
ITC Holdings Corp.	40,100		1,629,263
Northeast Utilities	22,400		635,264
PPL Corp.	44,500		2,082,155
Progress Energy, Inc.	16,000		729,440
Scottish & Southern Energy PLC	42,584		1,234,691
The Southern Co.	27,200		932,688
			27,942,736
GAS UTILITIES–10.3%
AGL Resources, Inc.	31,100		1,258,928
Equitable Resources, Inc.	46,700		2,314,452
Hong Kong & China Gas Co.	467,500		985,138
New Jersey Resources Corp.	13,100		668,362
Oneok, Inc.	47,800		2,409,598
Piedmont Natural Gas Co.	10,200		251,430
Questar Corp.	14,000		739,900
			8,627,808
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–10.5%
The AES Corp.(a)	75,600		1,654,128
AES Tiete SA	46,593,600		1,775,339
Constellation Energy Group, Inc.	9,000		784,530
Dynegy, Inc.—Class A(a)	154,863		1,461,907
International Power PLC (ADR)	6,957		599,501
NRG Energy, Inc.(a)	54,200		2,253,094
Ormat Technologies, Inc.	9,000		339,120
			8,867,619
MULTI-UTILITIES–16.7%
Centerpoint Energy, Inc.	92,300		1,606,020
Consolidated Edison, Inc.	21,400		965,568
Dominion Resources, Inc./VA	10,300		888,993
KeySpan Corp.	16,000		671,680
National Grid PLC (ADR)	11,220		827,811

Company	Shares	U.S. $ Value
NSTAR	45,100	$	1,463,495
PG&E Corp.	41,800		1,893,540
Public Service Enterprise Group, Inc.	28,400		2,492,952
Sempra Energy	26,674		1,579,901
Xcel Energy, Inc.	80,600		1,649,882
			14,039,842
			59,478,005
TELECOMMUNICATION SERVICES–15.8%
DIVERSIFIED TELECOMMUNICATION SERVICES–9.0%
AT&T, Inc.	77,805		3,228,907
Chunghwa Telecom Co. Ltd. (ADR)	34,100		643,126
Verizon Communications, Inc.	50,700		2,087,319
Windstream Corp.	109,400		1,614,744
			7,574,096
WIRELESS TELECOMMUNICATION SERVICES–6.8%
America Movil SAB de CV Series L (ADR)	42,960		2,660,513
MTN Group Ltd.	62,500		849,556
Orascom Telecom Holding SAE (GDR)(b)	11,718		760,498
Vimpel-Communications (ADR)	9,000		948,240
Vodafone Group PLC (ADR)	13,000		437,190
			5,655,997
			13,230,093
ENERGY–4.3%
OIL, GAS & CONSUMABLE FUELS–4.3%
China Shenhua Energy Co. Ltd.—Class H	236,000		823,490
TransCanada Corp.	23,175		797,452
Williams Cos, Inc.	62,500		1,976,250
			3,597,192
CONSUMER DISCRETIONARY–1.3%
MEDIA–1.3%
Grupo Televisa SA (ADR)	40,000		1,104,400
INDUSTRIALS–1.2%
CONSTRUCTION & ENGINEERING–1.2%
Fluor Corp.	9,100		1,013,467
MATERIALS–0.1%
METALS & MINING–0.1%
Sterlite Industries India Ltd. (ADR)(a)	8,100		118,827
Total Common Stocks (cost $55,524,437)			78,541,984

3

UTILITY INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONVERTIBLE–PREFERRED STOCKS–3.5%
UTILITIES–3.5%
ELECTRIC UTILITIES–1.7%
Entergy Corp. 7.625%	21,400	$	1,412,400
MULTI-UTILITIES–1.8%
PNM Resources, Inc. 6.75%	30,400		1,520,000
Total Convertible—Preferred Stocks (cost $2,585,400)			2,932,400
INVESTMENT COMPANIES–2.0%
ENERGY–2.0%
OIL, GAS & CONSUMABLE FUELS–2.0%
Tortoise Energy Capital Corp. (cost $1,418,438)	55,835		1,677,842

Company	Shares	U.S. $ Value
NON-CONVERTIBLE– PREFERRED STOCKS–1.0%
OTHER INSTRUMENTS–1.0%
Georgia Power Co. 6.00% (cost $861,200)	34,000	$	846,600
TOTAL INVESTMENTS–100.0% (cost $60,389,475)			83,998,826
Other assets less liabilities–0.0%			(5,727	)
NET ASSETS–100.0%		$	83,993,099

(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, 2007, the aggregate market value of these securities amounted to $760,498 or 0.9% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

See Notes to Financial Statements.

4

UTILITY INCOME PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $60,389,475)	$	83,998,826
Receivable for investment securities sold		731,080
Dividends receivable		188,494
Receivable for capital stock sold		48,517
Total assets		84,966,917
LIABILITIES
Due to custodian		372,335
Payable for investment securities purchased		439,790
Payable for capital stock redeemed		41,184
Advisory fee payable		40,368
Administrative fee payable		19,260
Distribution fee payable		3,429
Transfer Agent fee payable		59
Accrued expenses		57,393
Total liabilities		973,818
NET ASSETS	$	83,993,099
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,128
Additional paid-in capital		55,595,728
Undistributed net investment income		1,036,887
Accumulated net realized gain on investment and foreign currency transactions		3,748,023
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		23,609,333
	$	83,993,099

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	67,302,641	2,503,721	$	26.88
B	$	16,690,458	623,937	$	26.75

See Notes to Financial Statements.

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UTILITY INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $28,319)	$	1,405,107
Interest		43,589
Total investment income		1,448,696
EXPENSES
Advisory fee		229,247
Distribution fee—Class B		18,918
Transfer agency—Class A		1,299
Transfer agency—Class B		290
Custodian		60,129
Administrative		47,000
Audit		19,121
Printing		8,816
Legal		5,026
Directors’ fees		776
Miscellaneous		2,594
Total expenses		393,216
Net investment income		1,055,480
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		3,998,967
Foreign currency transactions		(8,596	)
Net change in unrealized appreciation/depreciation of:
Investments		3,120,291
Foreign currency denominated assets and liabilities		(21	)
Net gain on investment and foreign currency transactions		7,110,641
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,166,121

See Notes to Financial Statements.

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UTILITY INCOME PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,055,480		$	1,860,551
Net realized gain on investment and foreign currency transactions		3,990,371			7,740,434
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		3,120,270			5,644,710
Net increase in net assets from operations		8,166,121			15,245,695
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,533,201	)		(1,462,511	)
Class B		(318,889	)		(265,556	)
Net realized gain on investment and foreign currency transactions
Class A		(51,536	)		–0–
Class B		(11,702	)		–0–
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,643,922	)		(2,365,169	)
Total increase		4,606,871			11,152,459
NET ASSETS
Beginning of period		79,386,228			68,233,769
End of period (including undistributed net investment income of $1,036,887 and $1,833,497, respectively)	$	83,993,099		$	79,386,228

See Notes to Financial Statements.

7

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Utility Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is current income and long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek current income and capital appreciation by investing primarily in equity and fixed-income securities of companies in the utilities industry. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

8

AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .75% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

9

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007 amounted to $33,762, of which $7,840 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	16,620,877		$	15,502,983
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	23,921,855
Gross unrealized depreciation		(312,504	)
Net unrealized appreciation	$	23,609,351

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

10

AllianceBernstein Variable Products Series Fund

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	332,462		658,467		$	8,978,337		$	14,693,371
Shares issued in reinvestment of dividends and distributions	58,456		70,483			1,584,737			1,462,511
Shares redeemed	(522,449	)	(926,754	)		(13,859,712	)		(20,387,388	)
Net decrease	(131,531	)	(197,804	)	$	(3,296,638	)	$	(4,231,506	)
Class B
Shares sold	119,654		273,184		$	3,192,224		$	5,950,203
Shares issued in reinvestment of dividends and distributions	12,249		12,847			330,591			265,556
Shares redeemed	(70,141	)	(199,217	)		(1,870,099	)		(4,349,422	)
Net increase	61,762		86,814		$	1,652,716		$	1,866,337

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

11

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	1,728,067	$	1,328,187
Total taxable distributions		1,728,067		1,328,187
Total distributions paid	$	1,728,067	$	1,328,187

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,845,050
Undistributed long-term capital gains		56,246
Accumulated capital and other losses		(11,553	)(a)
Unrealized appreciation/(depreciation)		20,253,707	(b)
Total accumulated earnings/(deficit)	$	22,143,450

(a) During the current fiscal year, the Portfolio utilized capital loss carryforwards of $7,658,594. For the year ended December 31, 2006, the Portfolio deferred to January 1, 2007, post-October foreign currency losses of $11,553.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

12

AllianceBernstein Variable Products Series Fund

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and

13

UTILITY INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years

14

AllianceBernstein Variable Products Series Fund

beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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UTILITY INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$24.85		$20.64		$18.17		$14.95		$12.86		$16.82
Income From Investment Operations
Net investment income (a)	.34		.59		.53		.43	(b)	.35		.36
Net realized and unrealized gain (loss) on investment and foreign currency transactions	2.31		4.20		2.35		3.13		2.18		(4.06	)
Net increase (decrease) in net asset value from operations	2.65		4.79		2.88		3.56		2.53		(3.70	)
Less: Dividends and Distributions
Dividends from net investment income	(.60	)	(.58	)	(.41	)	(.34	)	(.44	)	(.26	)
Distributions from net realized gain on investment and foreign currency transactions	(.02	)	–0	–	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(.62	)	(.58	)	(.41	)	(.34	)	(.44	)	(.26	)
Net asset value, end of period	$26.88		$24.85		$20.64		$18.17		$14.95		$12.86
Total Return
Total investment return based on net asset value (c)	10.62	%	23.76	%	16.05	%	24.33	%	19.88	%	(22.12	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$67,303		$65,490		$58,468		$52,391		$43,323		$40,140
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.90	%(d)	.95	%(e)	.97	%	1.08	%	1.48	%	1.22	%
Expenses, before waivers and reimbursements	.90	%(d)	.95	%(e)	.97	%	1.21	%	1.48	%	1.22	%
Net investment income	2.58	%(d)	2.67	%(e)	2.72	%	2.69	%(b)	2.60	%	2.60	%
Portfolio turnover rate	19	%	48	%	52	%	48	%	76	%	90	%

See footnote summary on page 17.

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AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,								July 22, 2002(f) to December 31, 2002
			2006		2005		2004		2003
Net asset value, beginning of period	$24.72		$20.54		$18.10		$14.92		$12.86		$11.40
Income From Investment Operations
Net investment income (a)	.31		.53		.48		.38	(b)	.28		.07
Net realized and unrealized gain on investment and foreign currency transactions	2.29		4.19		2.34		3.13		2.21		1.39
Net increase in net asset value from operations	2.60		4.72		2.82		3.51		2.49		1.46
Less: Dividends and Distributions
Dividends from net investment income	(.55	)	(.54	)	(.38	)	(.33	)	(.43	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.02	)	–0	–	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(.57	)	(.54	)	(.38	)	(.33	)	(.43	)	–0	–
Net asset value, end of period	$26.75		$24.72		$20.54		$18.10		$14.92		$12.86
Total Return
Total investment return based on net asset value (c)	10.48	%	23.49	%	15.76	%	24.01	%	19.64	%	12.81	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$16,690		$13,896		$9,766		$6,517		$2,802		$39
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.15	%(d)	1.20	%(e)	1.22	%	1.30	%	1.73	%	1.45	%(d)
Expenses, before waivers and reimbursements	1.15	%(d)	1.20	%(e)	1.22	%	1.43	%	1.73	%	1.45	%(d)
Net investment income	2.34	%(d)	2.41	%(e)	2.45	%	2.41	%(b)	2.07	%	1.92	%(d)
Portfolio turnover rate	19	%	48	%	52	%	48	%	76	%	90	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Commencement of distribution.

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UTILITY INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Utility Income Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

18

AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Standard & Poor’s 500 GICS Utilities Composite (the “Index”), in each case for periods ended December 31, 2006 over the 1-, 3-, 5- and 10-year periods and (in the case of the Index) the since inception period (May 1994 inception). The directors noted that in the Performance Group and Performance Universe comparisons the Portfolio was in the 5th quintile in the 1-year period, 4th quintile in the 3- and 5-year periods and 3rd quintile in the 10-year period. The comparative information showed that the Portfolio outperformed the Index in all periods reviewed except in the since inception period when it underperformed the Index. Based on their review and their discussion with the Adviser concerning the Portfolio’s performance, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the directors that there are no institutional products managed by it which have a substantially similar investment style as the Portfolio. The directors reviewed information in the Adviser’s Form ADV and noted that it charged institutional clients lower fees for advising comparably sized accounts using strategies that differ from those of the Portfolio but which involve investments in securities of the same type that the Portfolio invests in (i.e., equity securities). The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the

19

UTILITY INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 55 basis points, plus the 12 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and Expense Universe medians. The directors noted that the Portfolio’s relatively modest size (less than $85 million as of February 28, 2007) adversely affected the Portfolio’s expense ratio. For example, it resulted in the administrative expense reimbursement, which does not vary with a Portfolio’s size, having a significant effect on the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce expenses of the AllianceBernstein Funds. The directors concluded that the Portfolio’s expense ratio was acceptable in the Portfolio’s particular circumstances.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

20

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Utility Income Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	81.5	Utility Income Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $86,750 (0.12% of the Fund’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio		Fiscal Year
Utility Income Portfolio	Class A 0.95 Class B 1.20	% %	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

21

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a substantially similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Utility Income Fund, Inc. a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Utility Income Fund, Inc.:⁴

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Utility Income Portfolio	Utility Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.55	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁵ at the approximate current asset level of the Portfolio.⁶

4 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

5 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

6 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

22

AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that do not have the same load type.

Portfolio	Contractual Management Fee7	Lipper Group Median	Rank
Utility Income Portfolio8	0.550	0.700	1/10

The Portfolio’s Lipper Expense Universe’s (“EU”) was not expanded to include all funds with no 12b-1 or non 12b-1 service fees, aside from the two funds that were added to the Portfolio’s EG, since expanding the Portfolio’s EU with funds or different load types would have caused the EU to have multiple classes of the same funds. Note that a “normal” EU will include funds that have the same load type as the subject Portfolio.⁹ Since two of the Portfolio’s EG peers are funds with a 12b-1/non 12b-1 service fee, supplemental information showing the EG’s total expense ratio excluding 12b-1/non 12b-1 service fee is also presented.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Utility Income Portfolio12	0.973	0.836	8/10	0.836	10/12
(excluding 12b-1/ non 12b-1 service fee)	0.973	0.836	8/10	0.836	10/12

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

7 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

8 The Portfolio’s EG includes the Portfolio, nine other variable insurance product (“VIP”) Utility funds (“UT”). However, it should be noted that two of the nine UT funds have a 12b-1 or non 12b-1 service fee.

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 Note that the Portfolio’s total expense ratio ranking and the medians of the Portfolio’s EG & EU are the same before and after 12b-1/non 12b-1 service fees.

11 Most recently completed fiscal year end Class A total expense ratio.

12 The Portfolio’s EU includes the Portfolio, EG and all other VIP UT funds with no 12b-1 or non 12b-1 service fees, excluding outliers.

23

UTILITY INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $29,195 in Rule 12b-1 fees. The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $68,652 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹³

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

13 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2006.

24

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended December 31, 2006.¹⁶

Utility Income Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	23.76	29.16	31.00	9/10	11/13
3 year	21.32	21.58	21.58	6/9	7/11
5 year	10.76	10.84	10.84	6/9	7/11
10 year	10.35	10.15	10.15	3/6	4/8

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Utility Income Portfolio	23.76	21.32	10.76	10.35	10.40	13.29	0.53	10
S&P 500 GICS Utility Composite	20.99	20.66	9.20	8.24	11.38	17.53	0.33	10
Inception Date: May 10, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including in or excluding a fund from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

17 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

19 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each classes’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each classes’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Value Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,058.46	$	3.37	0.66	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.52	$	3.31	0.66	%
Class B
Actual	$	1,000	$	1,057.05	$	4.64	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

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	18,671,688	5.4	%
Citigroup, Inc.		13,048,176	3.8
General Electric Co.		12,142,416	3.5
Bank of America Corp.		11,938,938	3.4
Chevron Corp.		10,454,184	3.0
Pfizer, Inc.		10,376,306	3.0
AT&T, Inc.		9,715,150	2.8
JPMorgan Chase & Co.		8,880,885	2.5
American International Group, Inc.		7,878,375	2.3
Verizon Communications, Inc.		7,175,931	2.1
	$	110,282,049	31.8	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	113,259,541	32.7	%
Energy		42,834,338	12.4
Consumer Discretionary		41,348,071	12.0
Consumer Staples		31,597,797	9.1
Industrials		26,249,304	7.6
Telecommunication Services		23,378,713	6.7
Health Care		22,380,650	6.5
Materials		15,878,147	4.6
Information Technology		13,343,830	3.9
Utilities		5,619,954	1.6
Short-Term Investments		10,090,000	2.9
Total Investments	$	345,980,345	100.0	%

* Long-term investments.

Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–96.9%
FINANCIALS–32.7%
CAPITAL MARKETS–2.5%
The Goldman Sachs Group, Inc.	3,600	$	780,300
Janus Capital Group, Inc.	53,000		1,475,520
Merrill Lynch & Co., Inc.	49,000		4,095,420
Morgan Stanley	20,400		1,711,152
Waddell & Reed Financial, Inc.—Class A	20,600		535,806
			8,598,198
COMMERCIAL BANKS–5.2%
BB&T Corp.	13,500		549,180
Comerica, Inc.	33,800		2,010,086
Fifth Third Bancorp	35,900		1,427,743
Keycorp	37,200		1,277,076
National City Corp.	67,300		2,242,436
Regions Financial Corp.	11,500		380,650
SunTrust Banks, Inc.	28,200		2,417,868
U.S. Bancorp	73,200		2,411,940
Wachovia Corp.	46,100		2,362,625
Wells Fargo & Co.	85,300		3,000,001
			18,079,605
DIVERSIFIED FINANCIAL SERVICES–9.8%
Bank of America Corp.	244,200		11,938,938
Citigroup, Inc.	254,400		13,048,176
JPMorgan Chase & Co.	183,300		8,880,885
			33,867,999
INSURANCE–10.8%
ACE Ltd.	25,900		1,619,268
Allstate Corp.	38,100		2,343,531
AMBAC Financial Group, Inc.	23,200		2,022,808
American International Group, Inc.	112,500		7,878,375
Chubb Corp.	36,000		1,949,040
Fidelity National Financial, Inc.—Class A	62,700		1,485,990
Genworth Financial, Inc.—Class A	64,800		2,229,120
Hartford Financial Services Group, Inc.	22,900		2,255,879
MBIA, Inc.	28,400		1,767,048
MetLife, Inc.	46,000		2,966,080
Old Republic International Corp.	70,300		1,494,578
PartnerRe, Ltd.	4,300		333,250
Prudential Financial, Inc.	13,000		1,263,990
RenaissanceRe Holdings, Ltd.	16,300		1,010,437
Torchmark Corp.	12,700		850,900
The Travelers Cos, Inc.	63,600		3,402,600
UnumProvident Corp.	44,100		1,151,451
XL Capital Ltd.—Class A	14,900		1,255,921
			37,280,266
THRIFTS & MORTGAGE FINANCE–4.4%
Astoria Financial Corp.	33,000		826,320
Countrywide Financial Corp.	73,100		2,657,185

Company	Shares	U.S. $ Value
Federal Home Loan Mortgage Corp.	41,900	$	2,543,330
Federal National Mortgage Association	70,600		4,612,298
MGIC Investment Corp.	27,400		1,557,964
Washington Mutual, Inc.	75,900		3,236,376
			15,433,473
			113,259,541
ENERGY–12.4%
OIL, GAS & CONSUMABLE FUELS–12.4%
BP PLC (ADR)	24,800		1,789,072
Chevron Corp.	124,100		10,454,184
ConocoPhillips	45,800		3,595,300
El Paso Corp.	23,000		396,290
Exxon Mobil Corp.	222,600		18,671,688
Marathon Oil Corp.	64,200		3,849,432
Occidental Petroleum Corp.	7,000		405,160
Royal Dutch Shell PLC (ADR)	21,900		1,778,280
Total SA (ADR)	23,400		1,894,932
			42,834,338
CONSUMER DISCRETIONARY–11.9%
AUTO COMPONENTS–1.2%
Autoliv, Inc.	27,900		1,586,673
BorgWarner, Inc.	16,200		1,393,848
Magna International, Inc.—Class A	14,500		1,319,355
			4,299,876
AUTOMOBILES–0.3%
General Motors Corp.	26,200		990,360
HOTELS, RESTAURANTS & LEISURE–1.2%
McDonald’s Corp.	80,100		4,065,876
HOUSEHOLD DURABLES–1.0%
Black & Decker Corp.	13,500		1,192,185
Centex Corp.	17,900		717,790
KB Home	31,200		1,228,344
Newell Rubbermaid, Inc.	13,100		385,533
			3,523,852
LEISURE EQUIPMENT & PRODUCTS–0.4%
Mattel, Inc.	49,200		1,244,268
MEDIA–3.6%
CBS Corp.—Class B	83,300		2,775,556
Citadel Broadcasting Corp.	2,111		13,616
Comcast Corp.—Class A(a)	75,600		2,125,872
Gannett Co., Inc.	18,500		1,016,575
Interpublic Group of Cos., Inc.(a)	76,900		876,660
Time Warner, Inc.	172,600		3,631,504
Viacom, Inc.—Class B(a)	41,300		1,719,319
The Walt Disney Co.	13,500		460,890
			12,619,992

3

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MULTILINE RETAIL–1.9%
Dillard’s, Inc.—Class A	24,700	$	887,471
Dollar Tree Stores, Inc.(a)	20,100		875,355
Family Dollar Stores, Inc.	48,800		1,674,816
Macy’s, Inc.	58,500		2,327,130
Saks, Inc.	42,300		903,105
			6,667,877
SPECIALTY RETAIL–1.4%
The Gap, Inc.	89,200		1,703,720
Home Depot, Inc.	18,500		727,975
Ltd. Brands, Inc.	39,500		1,084,275
Office Depot, Inc.(a)	43,000		1,302,900
			4,818,870
TEXTILES APPAREL & LUXURY GOODS–0.9%
Jones Apparel Group, Inc.	37,400		1,056,550
VF Corp.	22,500		2,060,550
			3,117,100
			41,348,071
CONSUMER STAPLES–9.1%
BEVERAGES–0.7%
Molson Coors Brewing Co.—Class B	21,400		1,978,644
PepsiCo, Inc.	7,400		479,890
			2,458,534
FOOD & STAPLES RETAILING–1.3%
The Kroger Co.	59,500		1,673,735
Safeway, Inc.	63,200		2,150,696
Wal-Mart Stores, Inc.	14,500		697,595
			4,522,026
FOOD PRODUCTS–2.5%
ConAgra Foods, Inc.	53,000		1,423,580
General Mills, Inc.	26,200		1,530,604
Kellogg Co.	27,800		1,439,762
Kraft Foods, Inc.—Class A	62,103		2,189,131
Sara Lee Corp.	119,800		2,084,520
			8,667,597
HOUSEHOLD PRODUCTS–2.7%
Colgate-Palmolive Co.	24,500		1,588,825
Kimberly-Clark Corp.	29,000		1,939,810
Procter & Gamble Co.	97,200		5,947,668
			9,476,303
TOBACCO–1.9%
Altria Group, Inc.	76,900		5,393,766
UST, Inc.	20,100		1,079,571
			6,473,337
			31,597,797
INDUSTRIALS–7.6%
AEROSPACE & DEFENSE–1.2%
Boeing Co.	16,300		1,567,408
Lockheed Martin Corp.	5,700		536,541

Company	Shares	U.S. $ Value
Northrop Grumman Corp.	25,000	$	1,946,750
			4,050,699
COMMERCIAL SERVICES & SUPPLIES–0.6%
Pitney Bowes, Inc.	41,100		1,924,302
INDUSTRIAL CONGLOMERATES–4.0%
General Electric Co.	317,200		12,142,416
Tyco International, Ltd.	52,000		1,757,080
			13,899,496
MACHINERY–1.8%
Cummins, Inc.	23,800		2,408,798
Eaton Corp.	24,800		2,306,400
SPX Corp.	18,900		1,659,609
			6,374,807
			26,249,304
TELECOMMUNICATION SERVICES–6.7%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.9%
AT&T, Inc.	234,100		9,715,150
Embarq Corp.	4,950		313,681
Verizon Communications, Inc.	174,300		7,175,931
			17,204,762
WIRELESS TELECOMMUNICATION SERVICES–1.8%
American Tower Corp.— Class A(a)	11,000		462,000
Sprint Nextel Corp.	178,700		3,700,877
Vodafone Group PLC (ADR)	59,800		2,011,074
			6,173,951
			23,378,713
HEALTH CARE–6.5%
HEALTH CARE PROVIDERS & SERVICES–0.8%
AmerisourceBergen Corp.— Class A	16,600		821,202
McKesson Corp.	31,800		1,896,552
			2,717,754
PHARMACEUTICALS–5.7%
Eli Lilly & Co.	40,600		2,268,728
Johnson & Johnson	26,500		1,632,930
Merck & Co., Inc.	67,300		3,351,540
Pfizer, Inc.	405,800		10,376,306
Schering-Plough Corp.	66,800		2,033,392
			19,662,896
			22,380,650
MATERIALS–4.6%
CHEMICALS–1.9%
Ashland, Inc.	22,300		1,426,085
Dow Chemical Co.	13,600		601,392

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
E.I. Du Pont de Nemours & Co.	55,400	$	2,816,536
Lubrizol Corp.	21,600		1,394,280
PPG Industries, Inc.	4,500		342,495
			6,580,788
CONTAINERS & PACKAGING–2.1%
Crown Holdings, Inc.(a)	54,200		1,353,374
Owens-Illinois, Inc.(a)	34,900		1,221,500
Smurfit-Stone Container Corp.(a)	82,700		1,100,737
Sonoco Products Co.	28,700		1,228,647
Temple-Inland, Inc.	35,700		2,196,621
			7,100,879
METALS & MINING–0.6%
Arcelor Mittal—Class A	35,200		2,196,480
			15,878,147
INFORMATION TECHNOLOGY–3.8%
COMMUNICATIONS EQUIPMENT–0.8%
Cisco Systems, Inc.(a)	35,800		997,030
Nokia OYJ (ADR)	63,700		1,790,607
			2,787,637
COMPUTERS & PERIPHERALS–1.3%
Hewlett-Packard Co.	22,800		1,017,336
International Business Machines Corp.	23,100		2,431,275
Lexmark International, Inc.—Class A(a)	24,100		1,188,371
			4,636,982
ELECTRONIC EQUIPMENT & INSTRUMENTS–1.0%
Arrow Electronics, Inc.(a)	11,600		445,788
Flextronics International Ltd.(a)	135,700		1,465,560
Sanmina-SCI Corp.(a)	111,000		347,430
Solectron Corp.(a)	247,210		909,733
Tech Data Corp.(a)	10,650		409,599
			3,578,110

Company	Shares		U.S. $ Value
IT SERVICES–0.3%
Electronic Data Systems Corp.		31,500	$	873,495
SOFTWARE–0.4%
Microsoft Corp.		49,800		1,467,606
				13,343,830
UTILITIES–1.6%
ELECTRIC UTILITIES–1.1%
Entergy Corp.		18,900		2,028,915
Northeast Utilities		30,700		870,652
Pinnacle West Capital Corp.		26,600		1,060,010
				3,959,577
MULTI-UTILITIES–0.5%
Dominion Resources, Inc./VA		17,700		1,527,687
Wisconsin Energy Corp.		3,000		132,690
				1,660,377
				5,619,954
Total Common Stocks (cost $267,304,367)				335,890,345
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.9%
TIME DEPOSIT–2.9%
The Bank of New York 4.25%, 7/02/07 (cost $10,090,000)	$	10,090		10,090,000
TOTAL INVESTMENTS–99.8% (cost $277,394,367)				345,980,345
Other assets less liabilities–0.2%				605,677
NET ASSETS–100.0%			$	346,586,022

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

5

VALUE PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $277,394,367)	$	345,980,345
Cash		3,945
Dividends and interest receivable		458,414
Receivable for capital stock sold		347,996
Receivable for investment securities sold .		224,760
Total assets		347,015,460
LIABILITIES
Advisory fee payable		162,336
Payable for capital stock redeemed		93,432
Distribution fee payable		72,998
Printing fee payable		32,874
Administrative fee payable		19,260
Transfer Agent fee payable		59
Accrued expenses		48,479
Total liabilities		429,438
NET ASSETS	$	346,586,022
COMPOSITION OF NET ASSETS
Capital stock, at par .	$	22,786
Additional paid-in capital		265,251,443
Undistributed net investment income		2,564,237
Accumulated net realized gain on investment transactions		10,161,578
Net unrealized appreciation of investments		68,585,978
	$	346,586,022

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	3,700,265	241,230	$	15.34
B	$	342,885,757	22,544,808	$	15.21

See Notes to Financial Statements.

6

VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $26,517)	$	3,879,509
Interest .		190,599
Total investment income		4,070,108
EXPENSES
Advisory fee		894,561
Distribution fee—Class B		404,181
Transfer agency—Class A		10
Transfer agency—Class B		1,681
Custodian		63,281
Administrative		47,000
Printing		30,279
Audit		19,121
Legal		7,403
Directors’ fees		761
Miscellaneous		4,108
Total expenses		1,472,386
Net investment income		2,597,722
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		10,251,654
Net change in unrealized appreciation/depreciation of investments		5,268,262
Net gain on investment transactions		15,519,916
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	18,117,638

See Notes to Financial Statements.

7

VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,597,722		$	3,991,270
Net realized gain on investment transactions		10,251,654			9,043,721
Net change in unrealized appreciation/depreciation of investments		5,268,262			35,162,198
Net increase in net assets from operations		18,117,638			48,197,189
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(49,063	)		(5,912	)
Class B		(3,942,894	)		(2,258,458	)
Net realized gain on investment transactions
Class A		(96,737	)		(14,248	)
Class B		(9,006,172	)		(6,433,182	)
CAPITAL STOCK TRANSACTIONS
Net increase		31,884,634			78,319,096
Total increase		36,907,406			117,804,485
NET ASSETS
Beginning of period		309,678,616			191,874,131
End of period (including undistributed net investment income of $2,564,237 and $3,958,472, respectively)	$	346,586,022		$	309,678,616

See Notes to Financial Statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio commenced operations on May 1, 2001. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Pur-

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

chases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .75% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007 there were no such expenses waived by the Adviser.

10

AllianceBernstein Variable Products Series Fund

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $38,411, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

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 Investment Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	52,936,954		$	35,088,220
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	$	71,772,913
Gross unrealized depreciation		(3,186,935	)
Net unrealized appreciation	$	68,585,978

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold .	182,387		66,255		$	2,872,189		$	941,875
Shares issued in reinvestment of dividends and distributions	9,376		1,554			145,800			20,160
Shares redeemed	(19,739	)	(21,070	)		(294,350	)		(300,332	)
Net increase	172,024		46,739		$	2,723,639		$	661,703
Class B
Shares sold .	2,902,051		7,859,179		$	44,276,867		$	107,213,399
Shares issued in reinvestment of dividends and distributions	839,758		675,341			12,949,066			8,691,640
Shares redeemed	(1,843,633	)	(2,812,503	)		(28,064,938	)		(38,247,646	)
Net increase	1,898,176		5,722,017		$	29,160,995		$	77,657,393

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which

12

AllianceBernstein Variable Products Series Fund

could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	2,470,139	$	2,208,016
Net long-term capital gains		6,241,661		2,382,637
Total distributions paid	$	8,711,800	$	4,590,653

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,384,623
Undistributed long-term capital gains		8,590,918
Unrealized appreciation/(depreciation)		63,313,480	(a)
Total accumulated earnings/(deficit)	$	76,289,021

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

14

AllianceBernstein Variable Products Series Fund

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities

15

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31,												July 22, 2002(b) to December 31, 2002
				2006			2005			2004(a)			2003
Net asset value, beginning of period	$	15.08		$	12.94		$	12.63		$	11.20		$	8.76		$	8.00
Income From Investment Operations
Net investment income (c)		.14			.26			.22	(d)		.25	(d)		.16	(d)		.07	(d)
Net realized and unrealized gain on investment transactions		.75			2.42			.49			1.18			2.36			.69
Net increase in net asset value from operations		.89			2.68			.71			1.43			2.52			.76
Less: Dividends and Distributions
Dividends from net investment income		(.21	)		(.16	)		(.18	)		–0	–		(.08	)		–0	–
Distributions from net realized gain on investment transactions		(.42	)		(.38	)		(.22	)		–0	–		–0	–		–0	–
Total dividends and distributions		(.63	)		(.54	)		(.40	)		–0	–		(.08	)		–0	–
Net asset value, end of period	$	15.34		$	15.08		$	12.94		$	12.63		$	11.20		$	8.76
Total Return
Total investment return based on net asset value (e)		5.85	%		21.32	%		5.74	%		12.77	%		28.94	%		9.50	%
Ratios/Supplemental Data
Net assets, end of period	$	3,700,265		$	1,043,677		$	290,673		$	5,699		$	239		$	187
Ratio to average net assets of:
Expenses, net of waivers and reimbursements		.66	%(f)		.69	%(g)		.73	%		.79	%(f)		.99	%		1.20	%(f)
Expenses, before waivers and reimbursements		.66	%(f)		.69	%(g)		.74	%		.98	%(f)		1.06	%		2.28	%(f)
Net investment income		1.99	%(f)		1.89	%(g)		1.74	%(d)		2.02	%(d)(f)		1.51	%(d)		4.22	%(d)(f)
Portfolio turnover rate		11	%		17	%		21	%		27	%		27	%		12	%

See footnote summary on page 18.

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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, 2007 (unaudited)			Year Ended December 31,
				2006			2005			2004			2003			2002
Net asset value, beginning of period	$	14.95		$	12.84		$	12.54		$	11.16		$	8.75		$	10.07
Income From Investment Operations
Net investment income (c)		.12			.22			.17	(d)		.17	(d)		.12	(d)		.12	(d)
Net realized and unrealized gain (loss) on investment transactions		.74			2.40			.50			1.31			2.36			(1.42	)
Net increase (decrease) in net asset value from operations		.86			2.62			.67			1.48			2.48			(1.30	)
Less: Dividends and Distributions
Dividends from net investment income		(.18	)		(.13	)		(.15	)		(.10	)		(.07	)		(.02	)
Distributions from net realized gain on investment transactions		(.42	)		(.38	)		(.22	)		–0	–		–0	–		–0	–
Total dividends and distributions		(.60	)		(.51	)		(.37	)		(.10	)		(.07	)		(.02	)
Net asset value, end of period	$	15.21		$	14.95		$	12.84		$	12.54		$	11.16		$	8.75
Total Return
Total investment return based on net asset value (e)		5.71	%		21.03	%		5.48	%		13.37	%		28.46	%		(12.95	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	342,886		$	308,635		$	191,583		$	151,793		$	117,561		$	68,366
Ratio to average net assets of:
Expenses, net of waivers and reimbursements		.91	%(f)		.94	%(g)		.98	%		.97	%		1.24	%		1.21	%
Expenses, before waivers and reimbursements		.91	%(f)		.94	%(g)		.99	%		1.15	%		1.33	%		1.43	%
Net investment income		1.59	%(f)		1.64	%(g)		1.38	%(d)		1.45	%(d)		1.29	%(d)		1.27	%(d)
Portfolio turnover rate		11	%		17	%		21	%		27	%		27	%		12	%

(a) There were no Class A shares outstanding for the period May 11, 2004 through October 3, 2004.

(b) Commencement of distribution.

(c) Based on average shares outstanding.

(d) Net of expenses waived or reimbursed by the Adviser.

(e) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(f) Annualized.

(g) The ratio includes expenses attributable to costs of proxy solicitation.

18

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 1-3, 2007.

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 fees in the Advisory Agreement wherein the Senior Officer concluded that the contractual fees for the Portfolio were 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 rates 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 2005 and 2006 that had been prepared with an updated expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability from fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative 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 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared to a group of funds selected by Lipper (the “Performance Group”) and as compared to a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared to the Russell 1000 Value Index (the “Index”), in each case for periods ended December 31, 2006 over the 1- and 3-year periods and (in the case of the Index) the since inception period (July 2002 inception). The directors noted that in the Performance Group comparison the Portfolio was in the 1st quintile in the 1- and 3-year periods, and in the Performance Universe comparison the Portfolio was in the 1st quintile in the 1-year period and 2nd quintile in the 3-year period. The comparative information showed that the Portfolio underperformed the Index in the 1- and 3-year periods and outperformed the Index in the since inception period. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients with a substantially similar investment style as the Portfolio. For this purpose, they reviewed information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have a substantially similar investment style as the Portfolio. The directors noted that the institutional fee schedule for clients with a substantially similar investment style as the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with a similar investment style as the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that since mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons.

20

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors recognized that the expense ratio information for the Portfolio potentially reflected on the Adviser’s provision of services, as the Adviser is responsible for coordinating services provided to the Portfolio by others. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.

The directors noted that the Portfolio’s at approximate current size contractual advisory effective fee rate of 55 basis points, plus the 4 basis point impact of the latest fiscal year administrative expense reimbursement by the Portfolio pursuant to the Advisory Agreement, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap) was lower than the Expense Group and Expense Universe medians. The directors concluded that the Fund’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds. 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 of a very significant increase in the Portfolio’s net assets.

21

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 an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE CAPS & REIMBURSEMENTS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 02/28/07 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	311.3	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 $86,750 (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 23, 2007 and presented to the Board of Directors on May 1-3, 2007.

2 Future references to the Portfolio 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 Portfolios, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

22

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon at least 60 days written notice. It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Value Portfolio	Class A 1.20% Class B 1.45%	0.69 0.94	% %	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2007 net assets:

Portfolio	Net Assets 02/28/07 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee5
Value Portfolio	$	311.3	Diversified Value Schedule 65 bp on 1st $25m 50 bp on next 25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $2m	0.342	%	0.550	%

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

5 Portfolio advisory fee based on February 28, 2007 net assets.

23

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Value Fund, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Value Fund:⁶

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee
Value Portfolio	Value Fund	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.55	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships:

Portfolio	Sub-advised Fund		Fee Schedule
Value Portfolio	Client	#1	0.25% on 1st $500 million 0.20% thereafter
	Client	#27	0.50% on 1st $1 billion 0.40% on next $1 billion 0.30% on next $1 billion 0.20% thereafter
	Client	#3	0.23% on 1st $300 million 0.20% thereafter
	Client	#4	0.35% on 1st $200 million 0.30% thereafter
	Client	#5	0.60% on 1st $10 million 0.50% on next $15 million 0.40% on next $25 million 0.30% on next $50 million 0.25% on next $50 million 0.225% on next $50 million 0.20% thereafter
	Client	#6	0.27% on 1st $300 million 0.16% on next $700 million 0.13% thereafter
	Client	#7	0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% thereafter +/- Performance Fee
	Client	#8	0.35%
	Client	#9	0.20%
	Client	#10	0.60% on 1st $10 million 0.50% on next $15 million 0.40% on next $25 million 0.30% on next $50 million 0.25% on next $50 million 0.225% on next $50 million 0.20% on next $50 million 0.175% on next $50 million 0.150% thereafter

6 It should be noted that the AllianceBernstein Mutual Portfolio was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Portfolio.

7 This is the fee schedule of a Portfolio managed by an affiliate of the Adviser.

24

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 Funds by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁸ at the approximate current asset level of the Portfolio.⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Group Median	Rank
Value Portfolio	0.550	0.750	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 EU¹¹ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)12	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Value Portfolio	0.730	0.804	3/12	0.817	10/28

Based on this analysis, the Portfolio has an equally favorable ranking on a management fee basis and a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2006, relative to 2005.

8 It should be noted that Lipper does not consider average account size when constructing EGs. Portfolios with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized Portfolios that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different Portfolios categorize expenses differently.

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 would not reflect any advisory fee waivers or expense reimbursements related to expense caps that would effectively reduce the actual management fee.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one Portfolio.

12 Most recently completed fiscal year end Class A total expense ratio.

25

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2006, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $607,705 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2006, the Adviser determined that it made payments in the amount of $481,135 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability decreased in 2006 in comparison to 2005. During the most recently completed fiscal year, ABIS received a fee of $783 from the Portfolio.¹³

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding economies of scale and/or scope. Based on the independent consultant’s initial survey, there was a consensus that fund management companies benefited from economies of scale. However, due to the lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders.

The independent consultant conducted further studies of the Adviser’s operations to determine the existence of economies of scale and/or scope within the Adviser. The independent consultant also analyzed patterns related to advisory fees at the industry level. In a recent presentation to the Board of Directors, the independent consultant noted the potential for economies of scale and/or scope through the use of “pooling portfolios” and blend products. The independent consultant also remarked that there may be diseconomies as assets grow in less liquid and active markets. It was also observed that various factors, including fund size, family size, asset class, and investment style, had an impact on advisory fees.

13 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2006.

26

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $742 billion as of March 31, 2007, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 and 3 year performance rankings of the Portfolio¹⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁵ for the periods ended December 31, 2006.¹⁶

Value Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	21.32	17.51	17.12	1/12	4/40
3 year	13.10	12.78	12.65	2/11	10/36

Set forth below are the 1, 3 year and since inception performance returns of the Portfolio (in bold)¹⁷ versus its benchmark.¹⁸ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.¹⁹

	Periods Ending December 31, 2006
	Annualized Performance
			Since Inception (%)	Annualized		Risk Period (Year)
	1 Year (%)	3 Year (%)		Volatility (%)	Sharpe (%)
Value Portfolio	21.32	13.10	17.43	6.99	1.36	3
Russell 1000 Value Index	22.25	15.09	16.17	6.68	1.68	3

Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 4, 2007

14 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including or excluding a Portfolio from a PU is somewhat different from that of an EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

17 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

18 The Adviser provided Portfolio and benchmark performance return information for periods through December 31, 2006. It should be noted that the “since inception” performance returns of the Portfolio’s benchmark goes back only through the nearest month-end after inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

19 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be seen as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein U.S. Large Cap Blended Style Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

U.S. Large Cap Blended Style Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,058.83	$	6.13	1.20	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.84	$	6.01	1.20	%
Class B
Actual	$	1,000	$	1,056.94	$	7.40	1.45	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.60	$	7.25	1.45	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	507,679	3.2	%
Apple, Inc.		494,262	3.1
Exxon Mobil Corp.		436,176	2.7
WellPoint, Inc.		348,857	2.2
Boeing Co.		345,214	2.1
Citigroup, Inc.		323,127	2.0
Comcast Corp.—Special—Class A		314,550	2.0
Procter & Gamble Co.		314,517	2.0
Chicago Mercantile Exchange Holdings, Inc.—Class A		299,242	1.8
Bank of America Corp.		298,229	1.8
	$	3,681,853	22.9	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	4,186,682	26.4	%
Information Technology		2,676,488	16.9
Health Care		1,905,964	12.0
Consumer Discretionary		1,784,765	11.3
Energy		1,404,364	8.9
Industrials		1,386,105	8.8
Consumer Staples		1,030,304	6.5
Telecommunication Services		705,182	4.4
Materials		659,803	4.2
Utilities		94,511	0.6
Total Investments	$	15,834,168	100.0	%

Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.7%
FINANCIALS–26.1%
CAPITAL MARKETS–7.1%
The Blackstone Group LP(a)	3,200	$	93,664
Credit Suisse Group (New York) (ADR)	1,995		141,565
Franklin Resources, Inc.	1,825		241,758
The Goldman Sachs Group, Inc.	530		114,877
Lazard Ltd.—Class A	100		4,503
Legg Mason, Inc.	1,975		194,301
Merrill Lynch & Co., Inc.	3,440		287,515
Morgan Stanley	500		41,940
Waddell & Reed Financial, Inc.—Class A	1,000		26,010
			1,146,133
COMMERCIAL BANKS–2.7%
Comerica, Inc.	900		53,523
Fifth Third Bancorp	1,700		67,609
Keycorp	600		20,598
National City Corp.	2,000		66,640
U.S. Bancorp	1,700		56,015
Wachovia Corp.	1,300		66,625
Wells Fargo & Co.	2,800		98,476
			429,486
DIVERSIFIED FINANCIAL SERVICES–8.3%
Bank of America Corp.	6,100		298,229
Chicago Mercantile Exchange Holdings, Inc.—Class A	560		299,242
Citigroup, Inc.	6,300		323,127
JPMorgan Chase & Co.	5,150		249,517
Moody’s Corp.	1,300		80,860
NYSE Euronext	1,060		78,037
			1,329,012
INSURANCE–5.5%
ACE Ltd.	650		40,638
Allstate Corp.	250		15,377
American International Group, Inc.	3,100		217,093
Chubb Corp.	275		14,889
Genworth Financial, Inc.—Class A	1,700		58,480
Hartford Financial Services Group, Inc.	900		88,659
MBIA, Inc.	500		31,110
MetLife, Inc.	1,500		96,720
Old Republic International Corp.	1,800		38,268
RenaissanceRe Holdings, Ltd.	800		49,592
Torchmark Corp.	600		40,200
The Travelers Cos, Inc.	2,000		107,000
UnumProvident Corp.	1,100		28,721
XL Capital Ltd.—Class A	600		50,574
			877,321
THRIFTS & MORTGAGE FINANCE–2.5%
Countrywide Financial Corp.	1,800		65,430
Federal Home Loan Mortgage Corp.	1,400		84,980

Company	Shares	U.S. $ Value
Federal National Mortgage Association	2,000	$	130,660
MGIC Investment Corp.	600		34,116
Washington Mutual, Inc.	2,100		89,544
			404,730
			4,186,682
INFORMATION TECHNOLOGY–16.7%
COMMUNICATIONS EQUIPMENT–2.8%
Cisco Systems, Inc.(a)	10,700		297,995
Nokia OYJ (ADR)	600		16,866
Qualcomm, Inc.	3,075		133,424
			448,285
COMPUTERS & PERIPHERALS–6.1%
Apple, Inc.(a)	4,050		494,262
Hewlett-Packard Co.	5,645		251,880
International Business Machines Corp.	700		73,675
Lexmark International, Inc.— Class A(a)	250		12,327
Network Appliance, Inc.(a)	3,600		105,120
Sun Microsystems, Inc.(a)	8,000		42,080
			979,344
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.7%
Arrow Electronics, Inc.(a)	400		15,372
Flextronics International Ltd.(a)	3,900		42,120
Sanmina-SCI Corp.(a)	3,000		9,390
Solectron Corp.(a)	11,800		43,424
			110,306
INTERNET SOFTWARE & SERVICES–3.8%
Akamai Technologies, Inc.(a)	1,150		55,936
eBay, Inc.(a)	1,550		49,879
Google, Inc.—Class A(a)	970		507,679
			613,494
IT SERVICES–0.1%
Electronic Data Systems Corp.	500		13,865
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%
Broadcom Corp.—Class A(a)	4,662		136,363
NVIDIA Corp.(a)	1,750		72,293
Texas Instruments, Inc.	1,300		48,919
			257,575
SOFTWARE–1.6%
Adobe Systems, Inc.(a)	2,500		100,375
Microsoft Corp.	5,200		153,244
			253,619
			2,676,488

3

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HEALTH CARE–11.9%
BIOTECHNOLOGY–3.0%
Celgene Corp.(a)	1,750	$	100,327
Genentech, Inc.(a)	2,250		170,235
Gilead Sciences, Inc.(a)	5,300		205,481
			476,043
HEALTH CARE EQUIPMENT & SUPPLIES–1.1%
Alcon, Inc.	1,275		172,010
HEALTH CARE PROVIDERS & SERVICES–2.8%
Medco Health Solutions, Inc.(a)	1,050		81,890
Tenet Healthcare Corp.(a)	2,200		14,322
WellPoint, Inc.(a)	4,370		348,857
			445,069
PHARMACEUTICALS–5.0%
Abbott Laboratories	3,500		187,425
Johnson & Johnson	600		36,972
Merck & Co., Inc.	3,100		154,380
Pfizer, Inc.	10,500		268,485
Schering-Plough Corp.	1,700		51,748
Teva Pharmaceutical Industries, Ltd. (ADR)	1,300		53,625
Wyeth	1,050		60,207
			812,842
			1,905,964
CONSUMER DISCRETIONARY–11.1%
AUTO COMPONENTS–0.8%
Autoliv, Inc.	850		48,339
BorgWarner, Inc.	700		60,228
Magna International, Inc.—Class A	250		22,748
			131,315
HOTELS, RESTAURANTS & LEISURE–2.5%
Hilton Hotels Corp.	2,300		76,981
McDonald’s Corp.	3,625		184,005
MGM Mirage(a)	200		16,496
Starwood Hotels & Resorts Worldwide, Inc.	1,900		127,433
			404,915
HOUSEHOLD DURABLES–0.3%
KB Home	800		31,496
Pulte Homes, Inc.	900		20,205
			51,701
LEISURE EQUIPMENT & PRODUCTS–0.4%
Mattel, Inc.	2,800		70,812
MEDIA–3.6%
CBS Corp.—Class B	2,375		79,135
Citadel Broadcasting Corp.	24		155
Comcast Corp.-Special— Class A(a)	11,250		314,550
Interpublic Group of Cos., Inc.(a)	3,200		36,480

Company	Shares	U.S. $ Value
Time Warner, Inc.	6,600	$	138,864
Viacom, Inc.—Class B(a)	175		7,285
			576,469
MULTILINE RETAIL–2.6%
Family Dollar Stores, Inc.	1,100		37,752
Kohl’s Corp.(a)	2,310		164,080
Macy’s, Inc.	1,500		59,670
Saks, Inc.	1,400		29,890
Target Corp.	1,975		125,610
			417,002
SPECIALTY RETAIL–0.6%
The Gap, Inc.	1,700		32,470
Home Depot, Inc.	400		15,740
Ltd. Brands, Inc.	425		11,666
Office Depot, Inc.(a)	1,000		30,300
			90,176
TEXTILES, APPAREL & LUXURY GOODS–0.3%
Jones Apparel Group, Inc.	1,500		42,375
			1,784,765
ENERGY–8.8%
ENERGY EQUIPMENT & SERVICES–2.4%
Baker Hughes, Inc.	1,525		128,298
Halliburton Co.	1,750		60,375
Schlumberger, Ltd.	2,250		191,115
			379,788
OIL, GAS & CONSUMABLE FUELS–6.4%
BP PLC (ADR)	600		43,284
Chevron Corp.	3,300		277,992
ConocoPhillips	1,400		109,900
Exxon Mobil Corp.	5,200		436,176
Marathon Oil Corp.	1,800		107,928
Occidental Petroleum Corp.	200		11,576
Petro-Canada	100		5,328
Total SA (ADR)	400		32,392
			1,024,576
			1,404,364
INDUSTRIALS–8.6%
AEROSPACE & DEFENSE–4.2%
Boeing Co.	3,590		345,214
Honeywell International, Inc.	2,400		135,072
Northrop Grumman Corp.	600		46,722
Spirit Aerosystems Holdings, Inc.—Class A(a)	3,250		117,162
United Technologies Corp.	550		39,012
			683,182
CONSTRUCTION & ENGINEERING–0.6%
Fluor Corp.	850		94,665
ELECTRICAL EQUIPMENT–0.3%
Emerson Electric Co.	900		42,120

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–2.0%
General Electric Co.	7,400	$	283,272
Tyco International, Ltd.	1,200		40,548
			323,820
MACHINERY–1.5%
Deere & Co.	450		54,333
Eaton Corp.	700		65,100
Ingersoll-Rand Co. Ltd.—Class A	800		43,856
SPX Corp.	900		79,029
			242,318
			1,386,105
CONSUMER STAPLES–6.4%
BEVERAGES–0.4%
PepsiCo, Inc.	1,150		74,577
FOOD & STAPLES RETAILING–0.9%
The Kroger Co.	2,700		75,951
Safeway, Inc.	1,600		54,448
Wal-Mart Stores, Inc.	300		14,433
			144,832
FOOD PRODUCTS–1.5%
General Mills, Inc.	500		29,210
Kellogg Co.	1,000		51,790
Kraft Foods, Inc.—Class A	1,797		63,344
Sara Lee Corp.	3,000		52,200
WM Wrigley Jr Co.	700		38,717
			235,261
HOUSEHOLD PRODUCTS–2.5%
Colgate-Palmolive Co.	800		51,880
Kimberly-Clark Corp.	500		33,445
Procter & Gamble Co.	5,140		314,517
			399,842
TOBACCO–1.1%
Altria Group, Inc.	2,200		154,308
UST, Inc.	400		21,484
			175,792
			1,030,304
TELECOMMUNICATION SERVICES–4.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.8%
AT&T, Inc.	5,500		228,250
Embarq Corp.	235		14,892

Company	Shares	U.S. $ Value
Verizon Communications, Inc.	4,900	$	201,733
			444,875
WIRELESS TELECOMMUNICATION SERVICES–1.6%
America Movil SAB de CV Series L (ADR)	1,600		99,088
American Tower Corp.—Class A(a)	400		16,800
Sprint Nextel Corp.	4,700		97,337
Vodafone Group PLC (ADR)	1,400		47,082
			260,307
			705,182
MATERIALS–4.1%
CHEMICALS–2.7%
Air Products & Chemicals, Inc.	900		72,333
Dow Chemical Co.	1,600		70,752
E.I. Du Pont de Nemours & Co.	825		41,943
Lubrizol Corp.	700		45,185
Monsanto Co.	2,750		185,735
PPG Industries, Inc.	150		11,417
			427,365
CONTAINERS & PACKAGING–1.0%
Crown Holdings, Inc.(a)	700		17,479
Owens-Illinois, Inc.(a)	1,700		59,500
Smurfit-Stone Container Corp.(a)	1,900		25,289
Temple-Inland, Inc.	1,000		61,530
			163,798
METALS & MINING–0.4%
Arcelor Mittal—Class A	1,100		68,640
			659,803
UTILITIES–0.6%
ELECTRIC UTILITIES–0.5%
Entergy Corp.	800		85,880
MULTI-UTILITIES–0.1%
Dominion Resources, Inc./VA	100		8,631
			94,511
TOTAL INVESTMENTS–98.7% (cost $12,366,366)			15,834,168
Other assets less liabilities–1.3%			212,532
NET ASSETS–100.0%		$	16,046,700

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

5

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $12,366,366)	$	15,834,168
Cash		94,353
Receivable for investment securities sold		319,020
Dividends receivable		17,156
Receivable due from Adviser		3,080
Total assets		16,267,777
LIABILITIES
Payable for investment securities purchased		149,272
Custodian fee payable		19,039
Audit fee payable		18,101
Payable for capital stock redeemed		17,899
Distribution fee payable		3,447
Transfer Agent fee payable		59
Accrued expenses		13,260
Total liabilities		221,077
NET ASSETS	$	16,046,700
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,173
Additional paid-in capital		11,726,397
Undistributed net investment income		11,434
Accumulated net realized gain on investment transactions		840,218
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		3,467,478
	$	16,046,700

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	12,299	887.306	$	13.86
B	$	16,034,401	1,171,759	$	13.68

See Notes to Financial Statements.

6

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $1,886)	$	133,695
Interest		986
Total investment income		134,681
EXPENSES
Advisory fee		54,115
Distribution fee—Class B		20,798
Transfer agency—Class B		1,034
Custodian		61,831
Administrative		47,000
Audit		19,101
Printing		5,432
Legal		3,312
Directors’ fees		764
Miscellaneous		1,238
Total expenses		214,625
Less: expenses waived and reimbursed by the Adviser (see Note B)		(93,932	)
Net expenses		120,693
Net investment income		13,988
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions		874,996
Net change in unrealized appreciation/depreciation of:
Investments		53,523
Foreign currency denominated assets and liabilities		(324	)
Net gain on investment and foreign currency transactions		928,195
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	942,183

See Notes to Financial Statements.

7

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	13,988		$	27,694
Net realized gain on investment transactions		874,996			789,026
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		53,199			792,654
Net increase in net assets from operations		942,183			1,609,374
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(54	)		–0–
Class B		(30,194	)		–0–
Net realized gain on investment transactions
Class A		(596	)		(473	)
Class B		(792,875	)		(719,255	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,329,531	)		(369,831	)
Total increase (decrease) .		(1,211,067	)		519,815
NET ASSETS
Beginning of period		17,257,767			16,737,952
End of period (including undistributed net investment income of $11,434 and $27,694, respectively)	$	16,046,700		$	17,257,767

See Notes to Financial Statements.

8

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein U.S. Large Cap Blended Style Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

10

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of ..65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of ..95% of the first $5 billion, .90% of the next $2.5 billion, .85% of the next $2.5 billion and .80% of the excess over $10 billion of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007, the Adviser waived fees in the amount of $46,932.

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $47,000 for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $6,777, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	4,481,826		$	6,756,137
U.S. government securities		–0	–		–0	–

11

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	3,634,549
Gross unrealized depreciation		(166,747	)
Net unrealized appreciation	$	3,467,802

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares issued in reinvestment of dividends and distributions	46		38		$	650		$	473
Net increase	46		38		$	650		$	473
Class B
Shares sold	32,351		154,319		$	451,522		$	1,985,872
Shares issued in reinvestment of dividends and distributions	59,342		59,247			823,069			719,255
Shares redeemed	(185,533	)	(235,279	)		(2,604,772	)		(3,075,431	)
Net decrease	(93,840	)	(21,713	)	$	(1,330,181	)	$	(370,304	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	155,188	$	49,331
Net long-term capital gains		564,540		–0	–
Total taxable distributions		719,728		49,331
Total distributions paid	$	719,728	$	49,331

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	215,511
Undistributed long-term capital gains		601,115
Unrealized appreciation/(depreciation)		3,384,040	(a)
Total accumulated earnings/(deficit)	$	4,200,666

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

13

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims

14

AllianceBernstein Variable Products Series Fund

brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a

15

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

16

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,						June 6, 2003(a) to December 31, 2003
			2006		2005		2004
Net asset value, beginning of period	$13.81		$13.13		$11.98		$10.96		$10.00
Income From Investment Operations
Net investment income (b)(c)	.03		.06		.02		.06		.03
Net realized and unrealized gain on investment transactions	.79		1.21		1.19		.97		.93
Net increase in net asset value from operations	.82		1.27		1.21		1.03		.96
Less: Dividends and Distributions
Dividends from net investment income	(.06	)	–0	–	(.06	)	(.01	)	–0	–
Distributions from net realized gain on investment transactions	(.71	)	(.59	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.77	)	(.59	)	(.06	)	(.01	)	–0	–
Net asset value, end of period	$13.86		$13.81		$13.13		$11.98		$10.96
Total Return
Total investment return based on net asset value (d)	5.88	%	10.22	%	10.13	%	9.43	%	9.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$12		$12		$11		$1,200		$1,096
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.20	%(e)	1.20	%(f)	1.19	%	1.20	%	1.20	%(e)
Expenses, before waivers and reimbursements	2.34	%(e)	2.28	%(f)	2.29	%	2.67	%	6.65	%(e)
Net investment income (c)	.43	%(e)	.42	%(f)	.15	%	.55	%	.45	%(e)
Portfolio turnover rate	27	%	53	%	80	%	42	%	13	%

See footnote summary on page 18.

17

U.S. LARGE CAP BLENDED STYLE 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, 2007 (unaudited)		Year Ended December 31,						May 2, 2003(g) to December 31, 2003
			2006		2005		2004
Net asset value, beginning of period	$13.63		$12.99		$11.89		$10.90		$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)	.01		.02		(.01	)	.04		.01
Net realized and unrealized gain on investment transactions	.78		1.21		1.14		.96		.89
Net increase in net asset value from operations	.79		1.23		1.13		1.00		.90
Less: Dividends and Distributions
Dividends from net investment income	(.03	)	–0	–	(.03	)	(.01	)	–0	–
Distributions from net realized gain on investment transactions	(.71	)	(.59	)	–0	–	–0	–	–0	–
Total dividends and distributions	(.74	)	(.59	)	(.03	)	(.01	)	–0	–
Net asset value, end of period	$13.68		$13.63		$12.99		$11.89		$10.90
Total Return
Total investment return based on net asset value (d)	5.69	%	10.02	%	9.57	%	9.16	%	9.00	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$16,035		$17,246		$16,727		$15,485		$6,600
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.45	%(e)	1.45	%(f)	1.45	%	1.45	%	1.43	%(e)
Expenses, before waivers and reimbursements	2.58	%(e)	2.53	%(f)	2.59	%	2.95	%	8.25	%(e)
Net investment income (loss) (c)	.17	%(e)	.17	%(f)	(.10	)%	.37	%	.27	%(e)
Portfolio turnover rate	27	%	53	%	80	%	42	%	13	%

(a) Commencement of distribution.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Commencement of operations.

18

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein U.S. Large Cap Blended Style Portfolio (the “Portfolio”),² prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003 is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/06 ($MIL)		Portfolio
Blend	65 bp on 1st $2.5 billion	$	15.7	U.S. Large Cap Blended
	55 bp on next $2.5 billion			Style Portfolio
	50 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. Indicated below is the reimbursement amount, which the Adviser received from the Portfolio in the Portfolio’s most recently completed fiscal year, expressed in dollars and as a percentage of average daily net assets:

Portfolio	Amount		As a % of Average Daily Net Assets
U.S. Large Cap Blended Style Portfolio4	$	75,250	0.46	%

1 It should be noted that the information in the fee summary was completed on June 24, 2006 and presented to the Board of Directors on August 1, 2006 in accordance with the September 1, 2004 Assurance of Discontinuance between the NYAG and the Adviser. It also should be noted that references in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

2 Future references to the Portfolio do not include “AllianceBernstein.”

3 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the New York State Attorney General.

4 The Adviser waived this expense reimbursement made by the Portfolio.

19

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expenses to the degree necessary to limit the Portfolio’s expenses to the amounts set forth below during the Portfolio’s first fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon 60 days written notice.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio		Fiscal Year End
U.S. Large Cap Blended Style Portfolio	Class A 1.20	%	2.29	%	December 31
	Class B 1.45	%	2.59	%

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 include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses is reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the Portfolio 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. It should be noted that the Adviser has indicated that with respect to institutional accounts with assets greater than $300, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship. To the extent that certain of these institutional relationships are with affiliates of the Adviser, the fee schedules may not reflect arms-length bargaining or negotiations. 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 applied to the Portfolio versus the Portfolio’s advisory fee:

Portfolio	Net Assets 06/30/06 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Institutional Advisory Fee		Fund Advisory Fee5
U.S. Large Cap Blended Style Portfolio	$	15.7	U.S. Style Blend Schedule	0.800	%	0.650	%
			80 bp on the first $25 million
			60 bp on the next $25 million
			50 bp on the next $50 million
			40 bp on the next $100 million
			30 bp on the balance
			Minimum account size $50m

5 Fund advisory information was provided by Lipper. See Section II for additional discussion.

20

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio:

Portfolio	AllianceBernstein Mutual Fund	Advisory Fee Based on % of Average Daily Net Assets
U.S. Large Cap Blended Style Portfolio	Blended Style Series, Inc.– U.S. Large Cap Portfolio	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp 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 “all-in” fee⁶ for the Luxembourg fund that has a similar investment style as the Portfolio:

Fund	Fee
Equity Blend	1.50	%

The adviser represented that it does not sub-advise any registered investment companies with a similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the Lipper group median at the approximate current asset level of the Portfolio.⁷

Portfolio	Effective Management Fee8	Lipper Group Median	Rank
U.S. Large Cap Blended Style Portfolio	0.650	0.750	3/13

Lipper also analyzed the total expense ratio of the Portfolio in comparison to its Lipper Expense Group⁹ and Lipper Expense Universe.¹⁰ Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense

6 The “all-in” fee shown is for the Class A shares of Equity Blend. This fee covers investment advisory services and distribution related services.

7 The effective 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.

8 The effective management fee rate for the Portfolio would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. As previously mentioned, for the most recently completed fiscal year, the Adviser waived such payment. In addition, the effective management fee does not reflect any waivers or expense reimbursements for expense caps that effectively reduced the contractual fee rate.

9 Lipper uses the following criteria in screening funds to be included in the Portfolios expense group: variable product, fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. A Lipper Expense Group will typically consist of seven to twenty funds.

10 Except for asset (size) comparability, Lipper uses the same criteria for selecting a Lipper Expense Group when selecting a Lipper Expense Universe. Unlike the Lipper Expense Group, the Lipper Expense Universe allows for the same adviser to be represented by more than just one fund.

21

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Universe as a broader group, consisting of all funds in the same investment classification/objective with a similar load type as the subject Portfolio. The result of that analysis is set forth below:

Portfolio	Expense Ratio (%)11	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
U.S. Large Cap Blended Style Portfolio	1.190	0.955	13/13	0.839	80/81

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 MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. Based on the information provided, the Adviser did not earn a profit during calendar 2005 and 2004 primarily as a result of the Adviser having to reimburse the Portfolio for additional expenses incurred above the Portfolio’s expense cap limitation.

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 they 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, front-end sales loads, contingent deferred sales charges (“CDSC”) and commissions for providing brokerage services. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. Additional information regarding distribution related fees can be found in the prospectus of the Portfolio.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. During the fiscal year ended December 31, 2005, ABI received the amount set forth below in Rule 12b-1 fees:

Portfolio	12b-1 Fees Received
U.S. Large Cap Blended Style Portfolio	$	38,890

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 to Class B shares. During the fiscal year ended December 31, 2005, the Adviser determined that it made the following payment on behalf of the Portfolio to ABI:

Portfolio	Adviser Payment to ABI
U.S. Large Cap Blended Style Portfolio	$	264,340

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, keeping 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 firm over the year.

11 Most recently completed fiscal year Class A share total expense ratio.

22

AllianceBernstein Variable Products Series Fund

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹²

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co. LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed on to any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets exceeds its initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIO.

With assets under management of $625 billion as June 30, 2006, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, which was prepared by Lipper, shows the 1 year performance ranking of the Portfolio¹³ relative to its Lipper Performance Group¹⁴ and Lipper Performance Universe¹⁵ for the periods ended April 30, 2006:

U.S. Large Cap Blended Style Portfolio	Group	Universe
1 year	4/13	16/95

12 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

13 The performance rankings are for the Class A shares of the Portfolio.

14 The Lipper Performance Group is identical to the Lipper Expense Group.

15 For the Lipper Performance Universe, Lipper included the Portfolio and all of the funds of the same Lipper Classification/Objective and load type, regardless of asset size.

23

U.S. LARGE CAP BLENDED STYLE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)¹⁶ versus its benchmarks:¹⁷

	Periods Ending April 30, 2006 Annualized Performance
Portfolio	1 Year	Since Inception
U.S. Large Cap Blended Style Portfolio	19.80	12.17
S&P 500 Stock Index	11.72	12.88

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Portfolio is reasonable and within the range of what would have been negotiated at arms-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 7, 2006

16 The performance returns shown are for the Class A shares of the Portfolio.

17 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2006 in order to maintain consistency with Lipper’s performance rankings in the analysis.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Wealth Appreciation Strategy Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

WEALTH APPRECIATION STRATEGY PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees of other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Wealth Appreciation Strategy Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,062.03	$	4.96	0.97	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.98	$	4.86	0.97	%
Class B
Actual	$	1,000	$	1,061.34	$	6.24	1.22	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.74	$	6.11	1.22	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

WEALTH APPRECIATION STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	740,241	2.0	%
Google, Inc.-Class A		724,881	2.0
Apple, Inc.		720,036	2.0
Credit Suisse Group		528,297	1.5
Boeing Co.		521,668	1.4
WellPoint, Inc.		498,938	1.4
Citigroup, Inc.		492,384	1.4
Comcast Corp. (Class A and Special Class A)		446,202	1.2
Cisco Systems, Inc.		441,423	1.2
Bank of America Corp.		430,232	1.2
	$	5,544,302	15.3	%

SECTOR DIVERSIFICATION

June 30, 2007 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	12,713,353	35.1	%
Information Technology		4,588,848	12.7
Consumer Discretionary		3,767,730	10.4
Health Care		3,203,659	8.8
Industrials		3,023,013	8.3
Energy		2,864,708	7.9
Materials		2,269,760	6.3
Consumer Staples		2,020,720	5.6
Telecommunication Services		1,426,573	3.9
Utilities		369,496	1.0
Total Investments	$	36,247,860	100.0

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.9%
FINANCIALS–35.0%
CAPITAL MARKETS–7.2%
3i Group PLC	4,026	$	93,716
The Blackstone Group LP(a)	4,600		134,642
Credit Suisse Group	4,568		324,287
Credit Suisse Group (New York) (ADR)	2,875		204,010
Franklin Resources, Inc.	2,700		357,669
Goldman Sachs Group, Inc.	895		193,991
Lazard Ltd.—Class A	250		11,258
Legg Mason, Inc.	2,900		285,302
Macquarie Bank Ltd.	1,549		111,257
Man Group PLC	12,891		156,805
Merrill Lynch & Co., Inc.	4,900		409,542
Morgan Stanley	700		58,716
Nomura Holdings, Inc.	4,700		91,290
UBS AG (Swiss Virt-X)	2,720		162,668
Waddell & Reed Financial, Inc.—Class A	900		23,409
			2,618,562
COMMERCIAL BANKS–5.0%
Anglo Irish Bank Corp. PLC (London Exchange)	6,059		123,217
Barclays PLC	8,200		114,086
BNP Paribas SA	900		106,905
China Construction Bank Corp.—Class H	38,000		26,131
Comerica, Inc.	1,325		78,798
Credit Agricole SA	2,486		100,877
Fifth Third Bancorp	2,100		83,517
HBOS PLC	5,730		112,705
Keycorp	500		17,165
Kookmin Bank	800		70,167
Mitsubishi UFJ Financial Group, Inc.	3		33,062
National City Corp.	2,700		89,964
Royal Bank of Scotland Group PLC	9,741		123,258
Societe Generale	630		116,725
Sumitomo Mitsui Financial Group, Inc.	11		102,546
SunTrust Banks, Inc.	1,425		122,179
U.S. Bancorp	2,000		65,900
UniCredito Italiano SpA	15,431		137,824
Wachovia Corp.	1,800		92,250
Wells Fargo & Co.	3,200		112,544
			1,829,820
CONSUMER FINANCE–0.3%
ORIX Corp.	430		113,343
DIVERSIFIED FINANCIAL SERVICES–6.1%
Bank of America Corp.	8,800		430,232
Chicago Mercantile Exchange Holdings, Inc.—Class A(a)	775		414,129
Citigroup, Inc.	9,600		492,384

Company	Shares	U.S. $ Value
Fortis	1,400	$	59,337
ING Groep NV	3,600		158,450
JPMorgan Chase & Co.	8,800		426,360
Moody's Corp.	1,800		111,960
NYSE Euronext	1,550		114,111
			2,206,963
INSURANCE–5.2%
ACE Ltd.	700		43,764
Allianz SE	700		163,238
Allstate Corp.	875		53,821
AMBAC Financial Group, Inc.	900		78,471
American International Group, Inc.	4,100		287,123
AON Corp.	700		29,827
Aviva PLC	6,000		89,068
Chubb Corp.	700		37,898
Fondiaria-Sai SpA	800		38,677
Genworth Financial, Inc.—Class A	2,500		86,000
Hartford Financial Services Group, Inc.	1,175		115,749
MBIA, Inc.	700		43,554
MetLife, Inc.	1,825		117,676
Muenchener Rueckversicherungs AG	700		128,374
Old Republic International Corp.	3,000		63,780
Prudential Financial, Inc.	150		14,585
QBE Insurance Group Ltd.	3,848		101,529
Swiss Reinsurance	994		90,653
Torchmark Corp.	1,225		82,075
The Travelers Cos., Inc.	2,600		139,100
UnumProvident Corp.	2,700		70,497
			1,875,459
REAL ESTATE INVESTMENT TRUSTS (REITS)–6.5%
Alexandria Real Estate Equities, Inc.	420		40,664
Allied Properties Real Estate Investment Trust	907		18,358
Apartment Investment & Management Co.—Class A	775		39,076
Archstone-Smith Trust	375		22,166
Ascendas Real Estate Investment Trust	12,000		23,087
Ashford Hospitality Trust, Inc.	1,600		18,816
AvalonBay Communities, Inc.	450		53,496
Boardwalk Real Estate Investment Trust	480		21,901
Boston Properties, Inc.	425		43,405
British Land Co. PLC	3,226		86,326
Brixton PLC	1,100		9,631
Camden Property Trust	400		26,788
Canadian Apartment Properties REI	2		34
Canadian Real Estate Investment Trust	957		26,166
CapitaMall Trust	16,800		46,388
Cominar Real Estate Investment Trust	855		17,295

3

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
DB RREEF Trust	34,838	$	57,836
Developers Diversified Realty Corp.	430		22,665
Digital Realty Trust, Inc.	1,225		46,158
Dundee Real Estate Investment Trust	806		34,792
Equity Residential	825		37,645
Essex Property Trust, Inc.	125		14,537
Federal Realty Investment Trust	225		17,383
Felcor Lodging Trust, Inc.	1,000		26,030
First Industrial Realty Trust, Inc.	150		5,814
Fonciere Des Regions	287		41,864
General Growth Properties, Inc.	1,200		63,540
General Property Group	8,217		32,389
Great Portland Estates PLC	2,700		35,814
H&R Real Estate Investment	300		6,460
Hammerson PLC	800		22,909
Health Care Property Investors, Inc.	725		20,974
Host Hotels & Resorts, Inc.	1,916		44,298
ING Office Fund	26,400		39,059
Japan Real Estate Investment—Class A	4		47,009
Japan Retail Fund Investment Corp.—Class A	6		52,004
Kimco Realty Corp.	1,100		41,877
Klepierre	350		59,268
Land Securities Group PLC	2,245		78,183
LaSalle Hotel Properties	250		10,855
Macerich Co.	100		8,242
Macquarie Goodman Group	5,220		29,625
Maguire Properties, Inc.	800		27,464
Mid-America Apartment Communities, Inc.	400		20,992
Mirvac Group	7,965		38,419
Nationwide Health Properties, Inc.	1,250		34,000
Nippon Building Fund, Inc.—Class A	2		27,744
Nomura Real Estate Office Fund, Inc.—Class A	3		32,342
Omega Healthcare Investors, Inc.	1,000		15,830
Primaris Retail Real Estate Investment Trust	660		12,074
Prologis	1,675		95,308
Public Storage	250		19,205
RioCan Real Estate Investment Trust	1,879		41,723
Segro PLC	1,000		12,473
Simon Property Group, Inc.	1,125		104,670
SL Green Realty Corp.	300		37,167
Stockland	2,652		18,270
Strategic Hotels & Resorts, Inc.	1,100		24,739
Tanger Factory Outlet Centers	650		24,343
Taubman Centers, Inc.	650		32,247
UDR, Inc.	425		11,178
Unibail	500		127,867
Ventas, Inc.	1,600		58,000
Vornado Realty Trust	650		71,396
Westfield Group	5,119		86,374
			2,364,652

Company	Shares	U.S. $ Value
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.0%
Beni Stabili SpA	26,700	$	38,853
Brookfield Properties Corp.	1,275		30,995
Citycon OYJ	6,000		38,456
Derwent Valley Holdings PLC	1,200		44,002
Deutsche Wohnen AG	350		18,140
Eurocastle Investment Ltd.	850		39,276
Forest City Enterprises, Inc.— Class A	675		41,499
Hang Lung Properties, Ltd.	16,000		55,247
IVG Immobilien AG	1,050		41,221
Keppel Land Ltd.	6,000		34,387
Kerry Properties Ltd.	14,891		93,524
Mitsubishi Estate Co. Ltd.	3,000		81,392
Mitsui Fudosan Co. Ltd.	3,900		109,310
New World Development Co., Ltd.	33,370		83,511
Norwegian Property ASA	2,100		26,144
NTT Urban Development Corp.	44		85,199
Sino Land Co.	29,478		61,373
Sponda OYJ	2,600		37,629
Sumitomo Realty & Development	2,000		65,133
Sun Hung Kai Properties Ltd.	5,700		68,586
			1,093,877
THRIFTS & MORTGAGE FINANCE–1.7%
Astoria Financial Corp.	1,200		30,048
Countrywide Financial Corp.	2,800		101,780
Federal Home Loan Mortgage Corp.	1,700		103,190
Federal National Mortgage Association	2,900		189,457
MGIC Investment Corp.	1,100		62,546
Washington Mutual, Inc.	2,900		123,656
			610,677
			12,713,353
INFORMATION TECHNOLOGY–12.7%
COMMUNICATIONS EQUIPMENT–2.1%
Cisco Systems, Inc.(a)	15,850		441,423
Nokia OYJ	4,625		129,894
QUALCOMM, Inc.	4,350		188,747
			760,064
COMPUTERS & PERIPHERALS–4.2%
Apple, Inc.(a)	5,900		720,036
Hewlett-Packard Co.	8,200		365,884
International Business Machines Corp.	950		99,987
Lexmark International, Inc.—Class A(a)	1,000		49,310
Network Appliance, Inc.(a)	5,150		150,380
Sun Microsystems, Inc.(a)	11,400		59,964
Toshiba Corp.	10,000		87,128
			1,532,689

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
ELECTRONIC EQUIPMENT & INSTRUMENTS–0.7%
Arrow Electronics, Inc.(a)	1,350	$	51,881
AU Optronics Corp.	23,690		40,469
Flextronics International Ltd.(a)	2,100		22,680
HON HAI Precision Industry Co., Ltd.	2,000		17,275
Sanmina-SCI Corp.(a)	7,800		24,414
Solectron Corp.(a)	11,500		42,320
Tech Data Corp.(a)	1,300		49,998
			249,037
INTERNET SOFTWARE & SERVICES–2.4%
Akamai Technologies, Inc.(a)	1,600		77,824
eBay, Inc.(a)	2,000		64,360
Google, Inc.—Class A(a)	1,385		724,881
			867,065
IT SERVICES–0.3%
Cap Gemini SA	758		55,417
Electronic Data Systems Corp.	700		19,411
Infosys Technologies, Ltd.	537		25,414
			100,242
OFFICE ELECTRONICS–0.4%
Canon, Inc.	2,450		143,675
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%
Broadcom Corp.—Class A(a)	6,600		193,050
Hynix Semiconductor, Inc.(a)	1,500		53,967
Nvidia Corp.(a)	2,400		99,144
Samsung Electronics Co., Ltd.	80		48,908
Siliconware Precision Industries Co.	13,000		27,746
Texas Instruments, Inc.	1,900		71,497
United Microelectronics Corp.	150,378		89,920
			584,232
SOFTWARE–1.0%
Adobe Systems, Inc.(a)	3,350		134,503
Microsoft Corp.	7,375		217,341
			351,844
			4,588,848
CONSUMER DISCRETIONARY–10.4%
AUTO COMPONENTS–1.0%
Autoliv, Inc.	1,225		69,665
BorgWarner, Inc.	800		68,832
Compagnie Generale des Etablissements Michelin—Class B	700		97,821
Denso Corp.	1,200		46,933
Hyundai Mobis	770		73,052
			356,303

Company	Shares	U.S. $ Value
AUTOMOBILES–1.2%
Fiat SpA	4,770	$	141,683
Nissan Motor Co., Ltd.	4,700		50,317
Renault SA	1,000		160,389
Suzuki Motor Corp.	500		14,199
Toyota Motor Corp.	900		56,760
			423,348
HOTELS RESTAURANTS & LEISURE–2.0%
Accor SA	895		79,119
Hilton Hotels Corp.	4,350		145,594
McDonald's Corp.	5,100		258,876
MGM Mirage(a)	200		16,496
Starwood Hotels & Resorts Worldwide, Inc.	3,175		212,947
			713,032
HOUSEHOLD DURABLES–0.8%
Black & Decker Corp.	800		70,648
Centex Corp.	600		24,060
KB Home	1,100		43,307
Persimmon PLC	2,000		46,249
Pulte Homes, Inc.	1,300		29,185
Sharp Corp.	4,000		75,830
			289,279
LEISURE EQUIPMENT & PRODUCTS–0.2%
Mattel, Inc.	3,100		78,399
MEDIA–2.4%
CBS Corp.—Class B	3,075		102,459
Citadel Broadcasting Corp.	38		245
Comcast Corp.—Class A(a)	1,500		42,180
Comcast Corp. Special— Class A(a)	14,450		404,022
Grupo Televisa SA (ADR)	1,400		38,654
Interpublic Group of Cos., Inc.(a)	1,800		20,520
Pearson PLC	2,206		37,161
Time Warner, Inc.	9,300		195,672
Viacom, Inc.—Class B(a)	700		29,141
			870,054
MULTILINE RETAIL–1.6%
Family Dollar Stores, Inc.	1,900		65,208
Kohl's Corp.(a)	3,300		234,399
Macy's, Inc.	2,200		87,516
Saks, Inc.(a)	1,800		38,430
Target Corp.	2,750		174,900
			600,453
SPECIALTY RETAIL–0.9%
Esprit Holdings Ltd.	5,200		66,068
The Gap, Inc.	3,500		66,850
Home Depot, Inc.	700		27,545
Inditex SA	1,239		72,927
Ltd. Brands, Inc.	1,100		30,195
Office Depot, Inc.(a)	1,600		48,480
			312,065

5

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
TEXTILES APPAREL & LUXURY GOODS–0.3%
Jones Apparel Group, Inc.	1,500	$	42,375
VF Corp.	900		82,422
			124,797
			3,767,730
HEALTH CARE–8.8%
BIOTECHNOLOGY–1.8%
Celgene Corp.(a)	2,400		137,592
Genentech, Inc.(a)	3,100		234,546
Gilead Sciences, Inc.(a)	7,500		290,775
			662,913
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Alcon, Inc.	2,325		313,666
Essilor International SA	606		72,178
Nobel Biocare Holding AG	228		74,426
			460,270
HEALTH CARE PROVIDERS & SERVICES–1.7%
Medco Health Solutions, Inc.(a)	1,500		116,985
Tenet Healthcare Corp.(a)	1,900		12,369
WellPoint, Inc.(a)	6,250		498,938
			628,292
PHARMACEUTICALS–4.0%
Abbott Laboratories	4,900		262,395
AstraZeneca PLC	1,300		69,668
GlaxoSmithKline PLC	1,300		33,865
Johnson & Johnson	900		55,458
Merck & Co., Inc.	4,600		229,080
Merck KGaA	557		76,209
Pfizer, Inc.	14,500		370,765
Roche Holding AG	546		96,744
Sanofi-Aventis	1,000		80,787
Teva Pharmaceutical Industries Ltd. (ADR)	2,350		96,937
Wyeth	1,400		80,276
			1,452,184
			3,203,659
INDUSTRIALS–8.3%
AEROSPACE & DEFENSE–3.1%
BAE Systems PLC	7,200		58,100
Boeing Co.	5,425		521,668
European Aeronautic Defence & Space Co., NV	630		20,446
Honeywell International, Inc.	3,450		194,166
Northrop Grumman Corp.	1,100		85,657
Spirit Aerosystems Holdings, Inc.—Class A(a)	4,800		173,040
United Technologies Corp.	800		56,744
			1,109,821

Company	Shares	U.S. $ Value
AIRLINES–0.3%
Air France-KLM	1,400	$	65,141
Deutsche Lufthansa AG	1,200		33,471
			98,612
BUILDING PRODUCTS–0.1%
Cie de Saint-Gobain	238		26,661
COMMERCIAL SERVICES & SUPPLIES–0.1%
Capita Group PLC	3,850		55,890
CONSTRUCTION & ENGINEERING–0.7%
Fluor Corp.	1,100		122,507
Vinci SA	1,704		127,182
			249,689
ELECTRICAL EQUIPMENT–0.6%
ABB Ltd.	5,803		130,845
Emerson Electric Co.	1,300		60,840
Renewable Energy Corp. AS(a)	797		30,866
			222,551
INDUSTRIAL CONGLOMERATES–1.2%
General Electric Co.	10,100		386,628
Tyco International, Ltd.(a)	1,800		60,822
			447,450
MACHINERY–1.5%
Atlas Copco AB(a)	4,195		69,873
Cummins, Inc.	450		45,545
Deere & Co.	700		84,518
Eaton Corp.	800		74,400
NGK Insulators Ltd.	4,000		98,236
PACCAR, Inc.	1,000		87,040
SPX Corp.	800		70,248
			529,860
MARINE–0.3%
Mitsui OSK Lines Ltd.	5,000		67,795
Nippon Yusen KK	6,000		55,028
			122,823
TRADING COMPANIES & DISTRIBUTORS–0.4%
Mitsui & Co., Ltd.	8,000		159,656
			3,023,013
ENERGY–7.9%
ENERGY EQUIPMENT & SERVICES–1.6%
Baker Hughes, Inc.	2,150		180,879
Halliburton Co.	2,530		87,285
Schlumberger Ltd.	3,200		271,808
Technip SA	389		32,152
			572,124

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–6.3%
BP PLC	3,200	$	38,504
Chevron Corp.	4,700		395,928
China Petroleum & Chemical Corp.—Class H	48,000		53,552
China Shenhua Energy Co. Ltd.,—Class H	17,500		61,064
ConocoPhillips	2,300		180,550
ENI SpA	4,000		145,030
Exxon Mobil Corp.	8,825		740,241
Marathon Oil Corp.	2,600		155,896
Occidental Petroleum Corp.	400		23,152
Petro-Canada	100		5,327
Petroleo Brasileiro SA (NY) (ADR)	1,000		106,680
Repsol YPF SA	1,500		59,383
Royal Dutch Shell PLC—Class A	2,154		87,691
Total SA	2,955		239,586
			2,292,584
			2,864,708
MATERIALS–6.3%
CHEMICALS–2.9%
Air Products & Chemicals, Inc.	1,300		104,481
BASF AG	1,100		143,899
Bayer AG	1,689		127,226
E.I. Du Pont de Nemours & Co.	1,900		96,596
Lubrizol Corp.	800		51,640
Mitsubishi Chemical Holdings Corp.	6,500		59,669
Mitsui Chemicals, Inc.	8,500		64,559
Monsanto Co.	4,010		270,835
Nitto Denko Corp.	1,900		95,767
PPG Industries, Inc.	625		47,569
			1,062,241
CONSTRUCTION MATERIALS–0.4%
Buzzi Unicem SpA	1,700		58,535
CRH PLC	1,453		71,540
			130,075
CONTAINERS & PACKAGING–0.6%
Crown Holdings, Inc.(a)	1,700		42,449
Owens-Illinois, Inc.(a)	1,900		66,500
Smurfit-Stone Container Corp.(a)	2,800		37,268
Temple-Inland, Inc.	1,400		86,142
			232,359
METALS & MINING–2.2%
Antofagasta PLC	3,700		45,347
Arcelor Mittal (Euronext Amsterdam)	1,378		86,060
Cia Vale do Rio Doce (ADR)	2,100		93,555
JFE Holdings, Inc.	2,200		136,744
Kazakhmys PLC	1,100		27,694
MMC Norilsk Nickel (ADR)	168		35,112

Company	Shares	U.S. $ Value
POSCO	120	$	57,610
Rio Tinto PLC	1,094		83,695
Xstrata PLC	3,764		224,082
			789,899
PAPER & FOREST PRODUCTS–0.2%
Sca Ab B Free(a)	3,300		55,186
			2,269,760
CONSUMER STAPLES–5.6%
BEVERAGES–0.7%
Cia de Bebidas das Americas (ADR)	400		28,000
Coca-Cola Enterprises, Inc.	2,300		55,200
Molson Coors Brewing Co.—Class B	800		73,968
PepsiCo, Inc.	1,700		110,245
			267,413
FOOD & STAPLES RETAILING–0.6%
The Kroger Co.	3,000		84,390
Safeway, Inc.	2,300		78,269
Tesco PLC	4,542		38,002
Wal-Mart Stores, Inc.	500		24,055
			224,716
FOOD PRODUCTS–1.7%
General Mills, Inc.	1,200		70,104
Kellogg Co.	1,500		77,685
Kraft Foods, Inc.—Class A	4,600		162,150
Nestle SA	401		152,369
Sara Lee Corp.	4,500		78,300
WM Wrigley Jr Co.	1,000		55,310
			595,918
HOUSEHOLD PRODUCTS–1.7%
Colgate-Palmolive Co.	1,100		71,335
Kimberly-Clark Corp.	800		53,512
Procter & Gamble Co.	6,850		419,151
Reckitt Benckiser PLC	1,325		72,538
			616,536
PERSONAL PRODUCTS–0.2%
L'Oreal SA	529		62,528
TOBACCO–0.7%
Altria Group, Inc.	2,850		199,899
UST, Inc.	1,000		53,710
			253,609
			2,020,720
TELECOMMUNICATION SERVICES–3.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.3%
AT&T, Inc.	8,100		336,150
China Netcom Group Corp., Ltd.	21,500		59,351
Embarq Corp.	290		18,377

7

WEALTH APPRECIATION STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Nippon Telegraph & Telephone Corp.	12	$	53,104
Telefonica SA	2,127		47,334
Telekomunikasi Indonesia Tbk PT	22,500		24,408
TeliaSonera AB	5,586		40,980
Verizon Communications, Inc.	6,600		271,722
			851,426
WIRELESS TELECOMMUNICATION SERVICES–1.6%
America Movil SAB de CV Series L (ADR)	3,850		238,431
American Tower Corp.— Class A(a)	700		29,400
Sprint Nextel Corp.	6,800		140,828
Vodafone Group PLC	49,686		166,488
			575,147
			1,426,573

Company	Shares	U.S. $ Value
UTILITIES–1.0%
ELECTRIC UTILITIES–0.5%
E.ON AG	900	$	150,266
Pinnacle West Capital Corp.	1,200		47,820
			198,086
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
International Power PLC	6,362		54,686
MULTI-UTILITIES–0.3%
RWE AG	600		63,648
Wisconsin Energy Corp.	1,200		53,076
			116,724
			369,496
TOTAL INVESTMENTS–99.9% (cost $29,617,745)			36,247,860
Other assets less liabilities–0.1%			22,721
NET ASSETS–100.0%		$	36,270,581

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See Notes to Financial Statements.

8

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $29,617,745)	$	36,247,860
Receivable for investment securities sold and foreign currency contracts		785,643
Dividends receivable		56,110
Receivable due from Adviser		4,561
Total assets		37,094,174
LIABILITIES
Due to custodian		278,379
Payable for investment securities purchased and foreign currency contracts		359,552
Payable for capital stock redeemed		109,514
Custodian fee payable		44,947
Distribution fee payable		6,299
Foreign capital gain tax payable		148
Transfer Agent fee payable		59
Accrued expenses		24,695
Total liabilities		823,593
NET ASSETS	$	36,270,581
COMPOSITION OF NET ASSETS
Capital stock, at par .	$	2,754
Additional paid-in capital		28,082,075
Distributions in excess of net investment income		(332,378	)
Accumulated net realized gain on investment and foreign currency transactions		1,887,137
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		6,630,993
	$	36,270,581

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	7,231,153	547,305	$	13.21
B	$	29,039,428	2,206,334	$	13.16

See Notes to Financial Statements.

9

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $24,756)	$	384,389
Interest		7,559
Total investment income		391,948
EXPENSES
Advisory fee		122,410
Distribution fee—Class B		37,181
Transfer agency—Class A		217
Transfer agency—Class B		817
Custodian		124,106
Administrative		47,000
Audit		21,704
Printing		9,827
Legal		2,849
Directors’ fees		890
Miscellaneous		3,910
Total expenses		370,911
Less: expenses waived and reimbursed by the Adviser (see Note B)		(151,248	)
Net expenses		219,663
Net investment income		172,285
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		2,007,834
Futures		5,506
Foreign currency transactions		4,807
Net change in unrealized appreciation/depreciation of:
Investments		57,071	(a)
Futures		(1,040	)
Foreign currency denominated assets and liabilities		(4,303	)
Net gain on investment and foreign currency transactions		2,069,875
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,242,160

(a) Net of accrued foreign capital gains taxes of $289.

See Notes to Financial Statements.

10

WEALTH APPRECIATION STRATEGY PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	172,285		$	174,605
Net realized gain on investment and foreign currency transactions		2,018,147			2,501,612
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		51,728			2,835,758
Net increase in net assets from operations		2,242,160			5,511,975
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(158,013	)		(10,538	)
Class B		(507,869	)		-0-
Net realized gain on investment and foreign currency transactions
Class A		(509,847	)		(150,309	)
Class B		(1,867,042	)		(636,285	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(148,054	)		546,573
Total increase (decrease)		(948,665	)		5,261,416
NET ASSETS
Beginning of period		37,219,246			31,957,830
End of period (including distributions in excess of net investment income/undistributed net investment income of ($332,378) and $161,219, respectively)	$	36,270,581		$	37,219,246

See Notes to Financial Statements.

11

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Wealth Appreciation Strategy Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek long-term growth of capital. The Portfolio is diversified as defined under the Investment company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on July 1, 2004. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

12

AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

13

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of an investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of ..65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .90% and 1.15% of the daily average net assets for Class A and Class B shares, respectively. Prior to February 12, 2007, the Portfolio’s total operating expenses on an annual basis were limited to 1.20% and 1.45% of the daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2007 the Adviser waived fees and reimbursed expenses in the amount of $104,248.

Pursuant to the terms of the investment advisory agreement, the Portfolio has agreed to reimburse the Adviser for the cost of providing the Portfolio with certain legal and accounting services. Due to the Adviser’s agreement to limit total operating expenses as described above, the Adviser waived reimbursement for such services in the amount of $47,000 for the six months ended June 30, 2007.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2007, amounted to $22,497, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	10,885,991		$	13,553,066
U.S. government securities		–0	–		–0	–

14

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	$	6,998,793
Gross unrealized depreciation		(368,678	)
Net unrealized appreciation	$	6,630,115

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse affects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.

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 a contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as net unrealized appreciation or depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying

15

WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares issued in reinvestment of dividends and distributions	49,878		13,748		$	667,860		$	160,847
Shares redeemed	(70,965	)	–0	–		(933,676	)		–0	–
Net increase (decrease)	(21,087	)	13,748		$	(265,816	)	$	160,847
Class B
Shares sold	42,379		471,770		$	576,832		$	5,885,347
Shares issued in reinvestment of dividends and distributions	178,029		54,570			2,374,911			636,285
Shares redeemed	(207,317	)	(497,454	)		(2,833,981	)		(6,135,906	)
Net increase	13,091		28,886		$	117,762		$	385,726

NOTE F: Risk Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification of Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	521,389	$	193,961
Net long-term capital gains		275,743		6,951
Total distributions paid	$	797,132	$	200,912

16

AllianceBernstein Variable Products Series Fund

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	846,460
Undistributed long-term capital gain		2,182,042
Accumulated capital and other losses		(1,772	)(a)
Unrealized appreciation/(depreciation)		5,959,633	(b)
Total accumulated earnings/(deficit)	$	8,986,363

(a) Passive foreign investment company losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2006, the Portfolio deferred until January 1, 2007, post-October passive foreign investment company losses of $1,772.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, and the realization for tax purposes of unrealized gains/losses on investments in passive foreign investment companies.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee with respect to certain AllianceBernstein funds.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by

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WEALTH APPRECIATION STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

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AllianceBernstein Variable Products Series Fund

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

19

WEALTH APPRECIATION STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,				July 1, 2004(a) to December 31, 2004
			2006		2005
Net asset value, beginning of period	$13.53		$11.79		$10.69		$10.00
Income From Investment Operations
Net investment income (b)(c)	.08		.09		.04		.01
Net realized and unrealized gain on investment and foreign currency transactions	.78		1.94		1.15		.68
Net increase in net asset value from operations	.86		2.03		1.19		.69
Less: Dividends and Distributions
Dividends from net investment income	(.28	)	(.02	)	(.05	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(1.18	)	(.29	)	(.09	)	–0	–
Net asset value, end of period	$13.21		$13.53		$11.79		$10.69
Total Return
Total investment return based on net asset value (d)	6.20	%	17.60	%	11.22	%	6.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$7,231		$7,688		$6,538		$5,877
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.97	%(e)	1.20	%(f)	1.20	%	1.20	%(e)
Expenses, before waivers and reimbursements	1.77	%(e)	1.99	%(f)	2.45	%	4.33	%(e)
Net investment income (c)	1.13	%(e)	.69	%(f)	.42	%	.25	%(e)
Portfolio turnover rate	29	%	63	%	61	%	14	%

See footnote summary on page 21.

20

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,				July 1, 2004(a) to December 31, 2004
			2006		2005
Net asset value, beginning of period	$13.46		$11.74		$10.67		$10.00
Income From Investment Operations
Net investment income (b)(c)	.06		.06		.02		.03
Net realized and unrealized gain on investment and foreign currency transactions	.78		1.93		1.13		.64
Net increase in net asset value from operations	.84		1.99		1.15		.67
Less: Dividends and Distributions
Dividends from net investment income	(.24	)	–0	–	(.04	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.90	)	(.27	)	(.04	)	–0	–
Total dividends and distributions	(1.14	)	(.27	)	(.08	)	–0	–
Net asset value, end of period	$13.16		$13.46		$11.74		$10.67
Total Return
Total investment return based on net asset value (d)	6.13	%	17.32	%	10.93	%	6.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$29,040		$29,531		$25,420		$10,416
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.22	%(e)	1.45	%(f)	1.45	%	1.45	%(e)
Expenses, before waivers and reimbursements	2.02	%(e)	2.25	%(f)	2.70	%	4.78	%(e)
Net investment income (c)	.86	%(e)	.46	%(f)	.15	%	.71	%(e)
Portfolio turnover rate	29	%	63	%	61	%	14	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived and reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

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WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Wealth Appreciation Strategy Portfolio (the “Portfolio”),² prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003 is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/06 ($MIL)		Portfolio
Blend	65 bp on 1st $2.5 billion	$	34.5	Wealth Appreciation
	55 bp on next $2.5 billion			Strategy Portfolio
	50 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. Indicated below is the reimbursement amount, which the Adviser received from the Portfolio in the Portfolio’s most recently completed fiscal year, expressed in dollars and as a percentage of average daily net assets:

Portfolio	Amount		As a % of Average Daily Net Assets
Wealth Appreciation Strategy Portfolio4	$	75,250	0.29	%

1 It should be noted that the information in the fee summary was completed on June 24, 2006 and presented to the Board of Directors on August 1, 2006 in accordance with the September 1, 2004 Assurance of Discontinuance between the NYAG and the Adviser. It also should be noted that references in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

2 Future references to the Portfolio do not include “AllianceBernstein.”

3 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the New York State Attorney General.

4 The Adviser waived this expense reimbursement made by the Portfolio.

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AllianceBernstein Variable Products Series Fund

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expenses to the degree necessary to limit the Portfolio’s expenses to the amounts set forth below during the Portfolio’s first fiscal year. The waiver is terminable by the Adviser on May 1st of each year upon 60 days written notice. The gross expense ratios of the Portfolio during the most recently completed fiscal year are also listed below.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Wealth Appreciation Strategy Portfolio	Class A 1.20% Class B 1.45%	2.45 2.70	% %	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 include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses is reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the Portfolio 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there are no institutional products which have a substantially similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Wealth Appreciation Strategy, a retail mutual fund, which has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Wealth Appreciation Strategy:

Portfolio	AllianceBernstein Mutual Fund	Advisory Fee Based on % of Average Daily Net Assets
Wealth Appreciation Strategy Portfolio	Wealth Appreciation Strategy	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance

The adviser represented that it does not sub-advise any registered investment companies with a similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis

23

WEALTH APPRECIATION STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

included the Portfolio’s ranking with respect to the proposed management fee relative to the Lipper group median at the approximate current asset level of the Portfolio.⁵

Portfolio	Effective Management Fee6	Lipper Group Median	Rank
Wealth Appreciation Strategy Portfolio	0.650	0.909	2/10

Lipper also analyzed the total expense ratio of the Portfolio in comparison to its Lipper Expense Group⁷ and Lipper Expense Universe.⁸ Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense Universe as a broader group, consisting of all funds in the same investment classification/objective with a similar load type as the subject Portfolio. The result of that analysis is set forth below:

Portfolio	Expense Ratio (%)9	Lipper Group Median (%)	Lipper Group Rank	Lipper Universe Median (%)	Lipper Universe Rank
Wealth Appreciation Strategy Portfolio	1.200	1.119	8/10	0.990	14/17

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 MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. Based on the information provided, the Adviser did not earn a profit during calendar years 2005 and 2004.

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 they 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, front-end sales loads, contingent deferred sales charges (“CDSC”) and commissions for providing brokerage services. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. Additional information regarding distribution related fees can be found in the prospectus of the Portfolio.

5 The effective management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

6 The effective management fee rate for the Portfolio would not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. As previously mentioned, for the most recently completed fiscal year, the Adviser waived such payment. In addition, the effective management fee does not reflect any fee waivers or expense reimbursements for expense caps that effectively reduced the contractual fee rate.

7 Lipper uses the following criteria in screening funds to be included in the Portfolios expense group: variable product, fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. A Lipper Expense Group will typically consist of seven to twenty funds.

8 Except for asset (size) comparability, Lipper uses the same criteria for selecting a Lipper Expense Group when selecting a Lipper Expense Universe. Unlike the Lipper Expense Group, the Lipper Expense Universe allows for the same adviser to be represented by more than just one fund.

9 Most recently completed fiscal year Class A share total expense ratio.

24

AllianceBernstein Variable Products Series Fund

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. During the fiscal year ended December 31, 2005, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received the amount set forth below in Rule 12b-1 fees:

Portfolio	12b-1 Fees Received
Wealth Appreciation Strategy Portfolio	$	49,066

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 to Class B shares. During the fiscal year ended December 31, 2005, the Adviser determined that it made the following payment on behalf of the Portfolio to ABI:

Portfolio	Adviser Payment to ABI
Wealth Appreciation Strategy Portfolio	$	52,275

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, keeping 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 firm over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁰

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co. LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed on to any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets exceeds its initial breakpoint its shareholders benefit from a lower fee rate.

10 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

25

WEALTH APPRECIATION STRATEGY 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 $625 billion as June 30, 2006, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, which was prepared by Lipper, shows the 1 year performance ranking of the Portfolio¹¹ relative to its Lipper Performance Group¹² and Lipper Performance Universe¹³ for the periods ended April 30, 2006:

Wealth Appreciation Strategy Portfolio	Group	Universe
1 year	7/10	15/19

Set forth below are the 1 year and since inception performance returns of the Portfolio (in bold)¹⁴ versus its benchmarks:¹⁵

	Periods Ending April 30, 2006 Annualized Performance
Portfolio	1 Year	Since Inception
Wealth Appreciation Strategy Portfolio	22.20	17.15
S&P 500 Stock Index	11.72	12.22
MSCI EAFE Index (Net)	24.41	26.33
70% S&P 500 Index / 30% MSCI EAFE Index (Net)	15.53	16.45

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Portfolio is reasonable and within the range of what would have been negotiated at arms-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 7, 2006

11 The performance rankings are for the Class A shares of the Portfolio.

12 The Lipper Performance Group is identical to the Lipper Expense Group.

13 For the Lipper Performance Universe, Lipper included the Portfolio and all of the funds of the same Lipper Classification/Objective and load type, regardless of asset size.

14 The performance returns shown are for the Class A shares of the Portfolio.

15 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2006 in order to maintain consistency with Lipper’s performance rankings in the analysis.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Americas Government Income Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

AMERICAS GOVERNMENT INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Americas Government Income Portfolio	Beginning Account Value     January 1, 2007		Ending Account Value       June 30, 2007		Expenses Paid     During Period*		Annualized     Expense Ratio*
Class A
Actual	$	1,000	$	998.48	$	12.34	2.49	%
Hypothetical (5% return before expenses)	$	1,000	$	1,012.45	$	12.42	2.49	%
Class B
Actual	$	1,000	$	997.60	$	13.57	2.74	%
Hypothetical (5% return before expenses)	$	1,000	$	1,011.21	$	13.66	2.74	%

* 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

AMERICAS GOVERNMENT INCOME PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
U.S. Treasury Securities	$	21,680,035	44.6	%
Sovereigns		14,837,023	30.5
Agency Debentures		11,656,092	24.0
Short-Term Investments		442,000	0.9
Total Investments	$	48,615,150	100.0	%

COUNTRY DIVERSIFICATION

June 30, 2007 (unaudited)

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	33,336,127	68.6	%
Canada		7,835,659	16.1
Mexico		7,001,364	14.4
Short-Term Investments		442,000	0.9
Total Investments	$	48,615,150	100.0	%

2

AMERICAS GOVERNMENT INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
U.S. TREASURIES–55.1%
U.S. TREASURY STRIPS–25.5%
Zero Coupon, 5/15/13(a)	US$	3,500	$	2,628,293
Zero Coupon, 2/15/16(a)		2,500		1,621,012
Zero Coupon, 11/15/21(a)		11,700		5,509,776
				9,759,081
U.S. TREASURY BONDS–15.5%
6.25%, 5/15/30(b)		5,200		5,943,439
U.S. TREASURY NOTES–14.1%
3.50%, 11/15/09(b)		4,915		4,762,173
4.25%, 11/15/13(b)		500		481,367
4.25%, 8/15/15(a)		145		137,580
				5,381,120
Total U.S. Treasuries (cost $21,186,548)				21,083,640
SOVEREIGNS–30.2%
CANADA–11.9%
Government of Canada 5.00%, 6/01/14–6/01/37(a)		CAD      816		795,830
5.75%, 6/01/33(a)		1,973		2,207,760
Series VW17 8.00%, 6/01/27(a)		1,132		1,540,104
				4,543,694
MEXICO–18.3%
Mexican Bonos Series M 20
8.00%, 12/07/23(a)		MXN 15,500		1,475,610
10.00%, 12/05/24(a)		16,205		1,828,515
Series M7 7.999%, 12/24/08(a)		39,657		3,697,239
				7,001,364
Total Sovereigns (cost $9,918,663)				11,545,058
AGENCY DEBENTURES–18.0%
FEDERAL NATIONAL MORTGAGE ASSOCIATION–18.0%
Series 2001 5.375%, 11/15/11(a)	US$	5,000		5,025,175
Series 2004 4.125%, 4/15/14(a)		2,000		1,859,172
Total Agency Debentures (cost $6,807,237)				6,884,347
FIXED RATE 30-YEARS–12.5%
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION–12.3%
Series 1994 9.00%, 9/15/24(a)		7		7,690
Series 2006 6.00%, 7/15/36(a)		4,731		4,708,174
				4,715,864

	Principal Amount (000)		U.S. $ Value
FEDERAL NATIONAL MORTGAGE ASSOCIATION–0.2%
Series 2002 7.00%, 3/01/32(a)	US$	54	$	55,881
Total Fixed Rate 30-Years (cost $4,761,612)				4,771,745
AGENCIES–4.7%
CANADA–4.7%
Canada Housing Trust No 1 3.55%, 9/15/10(a) (cost $1,741,071)		CAD   2,000		1,813,884
INFLATION-LINKED SECURITIES–3.1%
U.S. TREASURY NOTES–1.6%
1.625%, 1/15/15 (TIPS)(a)	US$	642		596,395
CANADA–1.5%
Government of Canada 3.00%, 12/01/36(a)		CAD        66		74,407
Province of Ontario 2.00%, 12/01/36(a)		599		508,132
				582,539
Total Inflation-Linked Securities (cost $1,212,218)				1,178,934
GOVERNMENT-RELATED— PROVINCIALS–2.3%
CANADA–2.3%
Province of Ontario 5.60%, 6/02/35(a)		300		309,618
Province of Quebec 5.50%, 12/01/14(a)		600		585,924
Total Government-Related—Provincials (cost $770,028)				895,542
SHORT-TERM INVESTMENTS–1.2%
TIME DEPOSIT–1.2%
The Bank of New York 4.25%, 7/02/07 (cost $442,000)	US$	442		442,000
TOTAL INVESTMENTS–127.1% (cost $46,839,377)				48,615,150
Other assets less liabilities–(27.1)%				(10,352,654	)
NET ASSETS–100.0%			$	38,262,496

3

AMERICAS GOVERNMENT INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2007		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Mexican Nuevo Peso settling 7/27/07	5,038	$	466,380	$	465,718	$	(662	)
Sale Contracts:
Canadian Dollar settling 8/17/07	3,887		3,638,796		3,653,279		(14,483	)
Mexican Nuevo Peso settling 8/03/07	77,154		7,099,883		7,129,017		(29,134	)

REVERSE REPURCHASE AGREEMENTS (see Note D)

Broker	Interest Rate		Maturity	Amount
Greenwich Capital	4.95	%	7/10/07	$	4,775,662
Greenwich Capital	4.95		7/10/07		483,324
Greenwich Capital	4.95		7/10/07		5,969,462
				$	11,228,448

(a) Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $36,986,171.

(b) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements. The aggregate market value of these securities amounted to $11,254,580.

Currency Abbreviations:

CAD—Canadian Dollar

MXN—Mexican Peso

Glossary:

TIPS—Treasury Inflation Protected Security

See Notes to Financial Statements.

4

AMERICAS GOVERNMENT INCOME PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $46,839,377)	$	48,615,150
Cash		909
Foreign cash, at value (cost $300,085)		300,085
Receivable for foreign currency contracts		1,233,871
Interest receivable		202,182
Receivable for capital stock sold		51,414
Total assets		50,403,611
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		44,279
Reverse repurchase agreements		11,228,448
Payable for foreign currency contracts		767,396
Administrative fee payable		19,223
Advisory fee payable		16,214
Distribution fee payable		1,405
Transfer Agent fee payable		59
Payable for capital stock redeemed		27
Accrued expenses		64,064
Total liabilities		12,141,115
NET ASSETS	$	38,262,496
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,302
Additional paid-in capital		37,766,347
Distributions in excess of net investment income		(1,006,294	)
Accumulated net realized loss on investment and foreign currency transactions		(232,987	)
Net unrealized appreciation of investments and foreign currency denominated assets and liabilities		1,732,128
	$	38,262,496

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	31,568,524	2,724,717	$	11.59
B	$	6,693,972	577,278	$	11.60

See Notes to Financial Statements.

5

AMERICAS GOVERNMENT INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,457,940
EXPENSES
Advisory fee		100,798
Distribution fee—Class B		8,537
Transfer agency—Class A		1,010
Transfer agency—Class B		205
Custodian		57,831
Administrative		47,000
Audit		19,111
Printing		2,877
Legal		3,808
Directors’ fees		766
Miscellaneous		4,843
Total expenses before interest expense		246,786
Interest expense		263,965
Total expenses		510,751
Net investment income		947,189
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		10,455
Foreign currency transactions		(238,071	)
Net change in unrealized appreciation/depreciation of:
Investments		(687,151	)
Foreign currency denominated assets and liabilities		(84,623	)
Net loss on investment and foreign currency transactions		(999,390	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(52,201	)

See Notes to Financial Statements.

6

AMERICAS GOVERNMENT INCOME PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	947,189		$	2,266,904
Net realized gain (loss) on investment and foreign currency transactions		(227,616	)		473,442
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(771,774	)		(1,635,176	)
Net increase (decrease) in net assets from operations		(52,201	)		1,105,170
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,991,188	)		(2,741,951	)
Class B		(392,904	)		(499,544	)
Net realized gain on investment and foreign currency transactions
Class A		(282,985	)		(121,729	)
Class B		(58,962	)		(23,343	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,854,843	)		(13,863,016	)
Total decrease		(4,633,083	)		(16,144,413	)
NET ASSETS
Beginning of period		42,895,579			59,039,992
End of period (including distributions in excess of net investment income and undistributed net investment income of ($1,006,294) and $430,609, respectively)	$	38,262,496		$	42,895,579

See Notes to Financial Statements.

7

AMERICAS GOVERNMENT INCOME PORTFOLIO
STATEMENTOF CASH FLOWS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INCREASE (DECREASE) IN CASH FROM OPERATING ACTIVITIES:
Interest received	$	1,790,162
Interest expense paid		(274,842	)
Operating expenses paid		(251,131	)
Net increase in cash from operating activities				$	1,264,189
INVESTING ACTIVITIES:
Purchases of long-term investments		(1,173,098	)
Purchases of short-term investments, net		(5,323,374	)
Proceeds from disposition of long-term investments		2,265,239
Increase in foreign currency, at value		(17,012	)
Net decrease in cash from investing activities					(4,248,245	)
FINANCING ACTIVITIES:
Increase in reverse repurchase agreements		2,964,819
Net increase in cash from financing activities					2,964,819
Net decrease in cash					(19,237	)
Cash at beginning of period					320,231
Cash at end of period				$	300,994
RECONCILIATION OF NET INCREASE IN NET ASSETS FROM OPERATIONS TO NET INCREASE IN CASH FROM OPERATING ACTIVITIES:
Net decrease in net assets from operations				$	(52,201	)
ADJUSTMENTS:
Increase in interest receivable	$	(4,323	)
Net realized loss on investment and foreign currency transactions		227,616
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		771,774
Accretion of bond discount and amortization of bond premium		336,544
Decrease in interest payable		(10,877	)
Decrease in accrued expenses		(4,344	)
Total adjustments					1,316,390
NET INCREASE IN CASH FROM OPERATING ACTIVITIES				$	1,264,189

See Notes to Financial Statements.

8

AMERICAS GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Americas Government Income Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc., (the “Fund”). The Portfolio’s investment objective is to seek the highest level of current income, consistent with what AllianceBernstein L.P. (the “Adviser”) considers to be prudent investment risk, that is available from a portfolio of debt securities issued or guaranteed by the government of the United States, Canada, or Mexico, their political subdivisions (including Canadian provinces, but excluding States of the United States), agencies, instrumentalities or authorities. The Portfolio is non-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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, The Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

9

AMERICAS GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holdings of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

10

AllianceBernstein Variable Products Series Fund

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 ..50% 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. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of ..65% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,173,098		$	2,069,458
U.S. government securities		–0	–		178,769

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	$	2,119,172
Gross unrealized depreciation		(343,399	)
Net unrealized appreciation	$	1,775,773

1. Financial Futures Contracts

The Portfolio may buy or sell financial futures contracts for the purpose of hedging its portfolio against adverse affects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover.

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

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AMERICAS GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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 a contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

2. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of the counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

3. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007, the average amount of reverse repurchase agreements outstanding was $10,046,365 and the daily weighted average interest rate was 5.18%.

5. 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

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AllianceBernstein Variable Products Series Fund

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, 2007, the Portfolio had no transactions in dollar rolls.

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	37,520		221,868		$	464,299		$	2,804,100
Shares issued in reinvestment of dividends and distributions	195,544		244,133			2,274,173			2,863,680
Shares redeemed	(373,124	)	(1,103,995	)		(4,626,778	)		(13,773,648	)
Net decrease	(140,060	)	(637,994	)	$	(1,888,306	)	$	(8,105,868	)
Class B
Shares sold	15,137		77,581		$	185,158		$	969,445
Shares issued in reinvestment of dividends and distributions	38,820		44,577			451,866			522,887
Shares redeemed	(48,346	)	(572,336	)		(603,561	)		(7,249,480	)
Net increase (decrease)	5,611		(450,178	)	$	33,463		$	(5,757,148	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

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.

Leverage Risk—The Portfolio may use significant borrowings for leverage or may otherwise leverage its assets through, for example, the use of reverse repurchase agreements or dollar rolls. When the Portfolio borrows money or otherwise leverage its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. Reverse repurchase agreements and dollar rolls also 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.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in

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AMERICAS GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	3,241,495	$	3,965,227
Long term capital gains		145,072		–0	–
Total taxable distributions		3,386,567		3,965,227
Total distributions paid	$	3,386,567	$	3,965,227

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,377,508
Undistributed long-term capital gains		336,846
Accumulated capital and other losses		(1,902,729	)(a)
Unrealized appreciation/(depreciation)		2,459,462	(b)
Total accumulated earnings/(deficit)	$	3,271,087

(a) For the year ended December 31, 2006, the Portfolio deferred losses on straddles of $1,902,459. The Portfolio deferred until January 1, 2007, post October losses of $270.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the realization for tax purposes of gains/losses on certain derivative instruments.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

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AllianceBernstein Variable Products Series Fund

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA

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AMERICAS GOVERNMENT INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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AMERICAS GOVERNMENT 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$12.49		$13.06		$12.91		$13.01		$12.65		$12.17
Income From Investment Operations
Net investment income (a)	.29		.59		.70		.65	(b)	.61		.67	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.31	)	(.22	)	.38		(.06	)	.34		.61
Net increase (decrease) in net asset value from operations	(.02	)	.37		1.08		.59		.95		1.28
Less: Dividends and Distributions
Dividends from net investment income	(.77	)	(.90	)	(.93	)	(.69	)	(.59	)	(.73	)
Distributions from net realized gain on investment and foreign currency transactions	(.11	)	(.04	)	–0	–	–0	–	–0	–	(.07	)
Total dividends and distributions	(.88	)	(.94	)	(.93	)	(.69	)	(.59	)	(.80	)
Net asset value, end of period	$11.59		$12.49		$13.06		$12.91		$13.01		$12.65
Total Return
Total investment return based on net asset value (c)	(.15	)%	3.31	%	8.67	%	4.89	%	7.35	%	10.99	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$31,568		$35,767		$45,730		$47,776		$60,550		$72,307
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	2.49	%(d)	1.50	%(e)	1.28	%	1.00	%	1.04	%	.93	%
Expenses, before waivers and reimbursements	2.49	%(d)	1.50	%(e)	1.28	%	1.11	%	1.04	%	1.05	%
Expenses, before waivers and reimbursements, excluding interest expense	1.18	%(d)	1.08	%(e)	1.02	%	.98	%	1.04	%	.93	%
Net investment income	4.74	%(d)	4.74	%(e)	5.42	%	5.07	%(b)	4.75	%	5.45	%(b)
Portfolio turnover rate	2	%	43	%	75	%	69	%	73	%	60	%

See footnote summary on page 18.

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AMERICAS GOVERNMENT INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,								July 22, 2002(f) to December 31, 2002
			2006		2005		2004		2003
Net asset value, beginning of period	$12.47		$13.03		$12.90		$13.01		$12.67		$12.04
Income From Investment Operations
Net investment income (a)	.28		.55		.66		.62	(b)	.57		.42	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.31	)	(.21	)	.38		(.06	)	.36		.21
Net increase (decrease) in net asset value from operations	(.03	)	.34		1.04		.56		.93		.63
Less: Dividends and Distributions
Dividends from net investment income	(.73	)	(.86	)	(.91	)	(.67	)	(.59	)	–0	–
Distributions from net realized gain on investment and foreign currency transactions	(.11	)	(.04	)	–0	–	–0	–	–0	–	–0	–
Total dividends and distributions	(.84	)	(.90	)	(.91	)	(.67	)	(.59	)	–0	–
Net asset value, end of period	$11.60		$12.47		$13.03		$12.90		$13.01		$12.67
Total Return
Total investment return based on net asset value (c)	(.24	)%	3.01	%	8.33	%	4.67	%	7.18	%	5.23	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$6,694		$7,129		$13,310		$9,393		$5,698		$236
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	2.74	%(d)	1.69	%(e)	1.53	%	1.27	%	1.30	%	1.36	%(d)
Expenses, before waivers and reimbursements	2.74	%(d)	1.69	%(e)	1.53	%	1.37	%	1.30	%	1.48	%(d)
Expenses, before waivers and reimbursements, excluding interest expense	1.43	%(d)	1.31	%(e)	1.27	%	1.24	%	1.30	%	1.36	%(d)
Net investment income	4.48	%(d)	4.50	%(e)	5.17	%	4.88	%(b)	4.42	%	4.72	%(b)(d)
Portfolio turnover rate	2	%	43	%	75	%	69	%	73	%	60	%

(a) Based on average shares outstanding.

(b) Net of expenses waived or reimbursed by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Commencement of distribution.

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AMERICAS GOVERNMENT 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 Product Series Fund (the “Fund”) in respect of AllianceBernstein Americas Government 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 an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
High Income	$	44.7	50 bp on 1st $2.5 billion	Americas Government
			45 bp on next $2.5 billion	Income Portfolio
			40 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the most recently completed fiscal year, the Adviser received $75,250 (0.13% 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 October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

19

AMERICAS GOVERNMENT INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio			Fiscal Year
Americas Government	Class A	1.28	%	December 31
Income Portfolio4	Class B	1.53	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Form ADV that has a substantially similar investment style as the Portfolio.

The Adviser manages AllianceBernstein Global Government Income Trust, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Government Income Trust:

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
Americas Government Income Portfolio5	Global Government     Income Trust	0.50% on first $2.5 billion 0.45% on next $2.5 billion 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 by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁶

4 Includes interest expense of 0.26%, relating to the short-term credit facility used by the Portfolio.

5 The fund is a clone of the Portfolio.

6 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

20

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, and expense components and attributes.⁷ An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee8	Lipper Expense Group Median	Rank
Americas Government Income Portfolio	0.500	0.759	1/10

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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective as the subject Portfolio.⁹

Portfolio	Expense Ratio (%)10	Lipper Expense Group Median (%)	Rank	Lipper Expense Universe Median (%)	Rank
Americas Government Income Portfolio	1.024	0.985	7/10	0.970	10/14

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.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2005, ABI received $26,630 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $95,950 on behalf of the Portfolio to ABI.

7 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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 a Lipper Expense Group when selecting a Lipper Expense Universe. Unlike the Lipper Expense Group, the Lipper Expense Universe allows for the same adviser to be represented by more than just one fund.

10 Most recently completed fiscal year Class A share total expense ratio.

21

AMERICAS GOVERNMENT INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹¹ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹² ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹³

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject, had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $659 billion as of September 30, 2006, 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 Portfolio¹⁴ relative to the Portfolio’s Lipper Performance Group (“PG”)¹⁵ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.¹⁶ It should be noted that the Portfolio, which invests primarily in fixed income securities issued

11 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

12 It should be noted that the insurance companies to which the variable products are linked to provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

13 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

14 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

15 The Portfolio’s PG is not identical to the Portfolio’s EG. No performance information was available for one of the Portfolio’s peers. The Portfolio’s PU is identical to the Portfolio’s EU.

16 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

22

AllianceBernstein Variable Products Series Fund

by federal or provincial governments of the U.S., Canada and Mexico, is classified by Lipper as a Global Income fund. As a result, some of the Portfolios’ peers may have investment guidelines that would allow them to invest in other foreign markets that are restricted for the Portfolio, which would impact performance.

Americas Government Income Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	-0.51	0.96	0.68	7/9	11/14
3 year	2.97	4.97	3.84	9/9	13/14
5 year	5.13	9.72	8.23	9/9	11/14
10 year	7.56	6.02	6.02	2/7	3/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold) versus its benchmark:¹⁷

	Periods Ending June 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
Americas Government Income Portfolio	-0.51	2.97	5.13	7.56	7.56
Lehman Brothers Aggregate Bond Index	-0.81	2.05	4.97	6.22	6.56

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 arms-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: December 1, 2006

17 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

23

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Bond Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q.The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov.The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GLOBAL BOND PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Global Bond Government Portfolio	Beginning Account Value     January 1, 2007		Ending Account Value       June 30, 2007		Expenses Paid     During Period*		Annualized     Expense Ratio*
Class A
Actual	$	1,000	$	999.13	$	6.25	1.26	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.55	$	6.31	1.26	%
Class B
Actual	$	1,000	$	998.96	$	7.48	1.51	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.31	$	7.55	1.51	%

* 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 BOND PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Government-Related Sovereigns	$	22,958,992	59.8	%
U.S. Treasuries		4,045,495	10.5
Government-Related Agencies		3,984,040	10.4
Corporates Investment Grades		2,217,566	5.8
Government-Related U.S. Agencies		1,726,392	4.5
Short-Term Investments		3,469,247	9.0
Total Investments	$	38,401,732	100.0	%

COUNTRY DIVERSIFICATION

June 30, 2007 (unaudited)

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Germany	$	7,859,059	20.5	%
United States		7,740,114	20.2
Japan		6,648,527	17.3
Norway		2,943,490	7.7
United Kingdom		1,770,478	4.6
Australia		1,585,912	4.1
Belgium		1,499,273	3.9
Canada		1,375,318	3.6
Mexico		1,001,601	2.6
Singapore		965,278	2.5
New Zealand		922,204	2.4
Sweden		621,231	1.6
Short-Term Investments		3,469,247	9.0
Total Investments	$	38,401,732	100.0	%

2

GLOBAL BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED—SOVEREIGNS–56.6%
Australia
Series 909
7.50%, 9/15/09(a)		AUD     1,832	$	1,585,912
Bundesrepublik Deutschland
Series 03
4.75%, 7/04/34(a)		EUR     1,865		2,537,218
Series 05
3.50%, 1/04/16(a)		2,020		2,532,867
Canadian Government Bond
3.75%, 9/01/11(a)		CAD     1,319		1,200,070
Germany (Federal Republic of)
Series 97
6.50%, 7/04/27(a)		EUR        577		957,491
Government of Canada
5.00%, 6/01/14(a)		CAD        182		175,248
Government of Japan
Series 48
2.50%, 12/21/20(a)		JPY 125,000		1,068,410
Government of Japan Ten Year Bond Series 252
1.00%, 6/20/13(a)		68,550		539,050
Government of Japan Twenty Year Bond Series 41
1.50%, 3/20/19(a)		190,000		1,466,559
Government of Norway
5.50%, 5/15/09		NOK   16,800		2,856,625
6.00%, 5/16/11(a)		500		86,865
Government of Sweden
Series 1043
5.00%, 1/28/09(a)		SEK     4,200		621,231
Japan Government Ten Year Bond Series 268
1.50%, 3/20/15(a)		JPY 178,000		1,421,950
Kingdom of Belgium
Series 31
5.50%, 3/28/28(a)		EUR     1,010		1,499,273
New Zealand Government Bond Series 708
6.00%, 7/15/08(a)		NZD     1,214		922,204
Singapore Government Bond
3.75%, 9/01/16(a)		SGD     1,379		965,278
United Kingdom Gilt
4.00%, 3/07/09(a)		GBP        233		455,024
7.25%, 12/07/07(a)		528		1,066,115
Total Government-Related—Sovereigns (cost $21,996,750)				21,957,390
U.S. TREASURIES–10.4%
U.S. Treasury Notes
4.00%, 3/15/10(a)	US$	343		335,363
4.125%, 8/15/10(a)		1,483		1,450,095
4.625%, 11/15/16(a)		2,332		2,260,037
Total U.S. Treasuries (cost $4,096,141)				4,045,495

	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED— AGENCIES–10.3%
Development Bank of Japan
2.30%, 3/19/26(a)		JPY 120,000	$	976,634
Finance Corp. for Municipal Enterprises
1.35%, 11/26/13(a)		147,000		1,175,923
Landwirtschaftliche Rentenbank
1.375%, 4/25/13(a)		229,000		1,831,483
Total Government-Related—Agencies (cost $4,322,255)				3,984,040
CORPORATES— INVESTMENT GRADES–5.7%
FINANCIAL INSTITUTIONS–4.4%
BANKING–1.5%
Barclays Bank PLC
5.75%, 9/14/26(a)		GBP          75		145,861
Citigroup, Inc.
4.625%, 8/03/10(a)	US$	107		104,738
National Westminster Bank
6.50%, 9/07/21(a)		GBP          50		103,478
Suntrust Bank
5.48%, 6/02/09(a)(b)	US$	250		250,375
				604,452
FINANCE–2.6%
International Lease Finance Corp.
3.50%, 4/01/09(a)		350		339,031
Pershing Road Development Co. LLC
5.76%, 9/01/26(a)(b)(c)		656		655,511
				994,542
INSURANCE–0.3%
Genworth Financial, Inc.
1.60%, 6/20/11(a)		JPY   15,000		120,503
				1,719,497
INDUSTRIAL–1.3%
CONSUMER CYCLICAL—OTHER–0.5%
Starwood Hotels & Resorts Worldwide, Inc.
7.375%, 11/15/15(a)	US$	200		197,892
CONSUMER CYCLICAL—RETAILERS–0.4%
Wal-Mart Stores, Inc.
4.55%, 5/01/13(a)		150		142,099
CONSUMER NON-CYCLICAL–0.4%
Pfizer, Inc.
1.80%, 2/22/16(a)		JPY   20,000		158,078
				498,069
Total Corporates—Investment Grades (cost $2,262,477)				2,217,566

3

GLOBAL BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
GOVERNMENT-RELATED—U.S. AGENCIES–4.5%
AGENCY DEBENTURES–4.5%
Federal Home Loan Mortgage Corp.
4.75%, 1/19/16(a) (cost $1,781,991)	US$	1,810	$	1,726,393
GOVERNMENT-RELATED—SUPRANATIONALS–2.6%
Inter-American Development Bank
9.50%, 6/16/15(a) (cost $900,669)		MXN   10,000		1,001,601

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–8.9%
TIME DEPOSIT–5.3%
The Bank of New York
4.25%, 7/02/07	US$	569	$	569,000
Societe Generale
5.33%, 7/02/07		1,500		1,500,000
				2,069,000
AGENCY DISCOUNT NOTES–3.6%
Federal Home Loan Bank
Zero Coupon, 7/26/07(a)		1,405		1,400,247
Total Short-Term Investments (cost $3,468,405)				3,469,247
TOTAL INVESTMENTS–99.0% (cost $38,828,688)				38,401,732
Other assets less liabilities–1.0%				400,045
NET ASSETS–100.0%			$	38,801,777

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2007		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Canadian Dollar settling 8/17/07	375	$	352,332	$	352,211	$	(121	)
Danish Krone settling 8/23/07	1,916		345,744		348,944		3,200
Euro settling 7/30/07	7,136		9,606,695		9,667,965		61,270
Great British Pound settling 7/26/07	839		1,664,291		1,683,992		19,701
Japanese Yen settling 7/17/07	180,306		1,459,083		1,467,173		8,090
Japanese Yen settling 7/17/07	38,257		312,410		311,305		(1,105	)
Japanese Yen settling 7/17/07	12,308		101,562		100,153		(1,409	)
Japanese Yen settling 7/17/07	47,182		395,792		383,929		(11,863	)
Mexican Nuevo Peso settling 8/03/07	218		20,147		20,137		(10	)
New Zealand Dollar settling 7/17/07	146		106,826		112,514		5,688
Singapore Dollar settling 8/27/07	155		101,328		101,702		374
Swedish Krona settling 7/25/07	20,831		2,947,743		3,049,240		101,497
Sale Contracts:
Australian Dollar settling 7/23/07	32		26,840		27,271		(431	)
Australian Dollar settling 7/23/07	236		198,683		200,327		(1,644	)
Australian Dollar settling 7/23/07	218		179,494		184,579		(5,085	)
Canadian Dollar settling 8/17/07	648		606,294		608,707		(2,413	)
Euro settling 7/30/07	167		225,038		226,847		(1,809	)
Euro settling 8/28/07	928		1,249,125		1,258,521		(9,396	)
Great British Pound settling 7/26/07	56		109,578		111,425		(1,847	)
Japanese Yen settling 8/14/07	72,497		600,549		592,151		8,398
Mexican Nuevo Peso settling 7/27/07	10,927		1,005,943		1,010,085		(4,142	)
New Zealand Dollar settling 7/17/07	313		235,300		240,826		(5,526	)
Norwegian Krone settling 7/11/07	16,970		2,785,895		2,878,220		(92,325	)
Singapore Dollar settling 8/27/07	1,437		939,846		943,378		(3,532	)
Swedish Krona settling 7/25/07	23,152		3,389,342		3,388,885		457

4

AllianceBernstein Variable Products Series Fund

(a) Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $34,932,485.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(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, 2007, the aggregate market value of these securities amounted to $655,511 or 1.7% of net assets.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

EUR—Euro Dollar

GBP—Great British Pound

JPY—Japanese Yen

MXN—Mexican Peso

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

SGD—Singapore Dollar

See Notes to Financial Statements.

5

GLOBAL BOND PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $38,828,688)	$	38,401,732
Cash		497
Foreign cash, at value (cost $1,922)		1,974
Unrealized appreciation of forward currency exchange contracts		208,675
Interest receivable		501,710
Receivable for capital stock sold		100,333
Total assets		39,214,921
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		142,658
Payable for capital stock redeemed		160,068
Printing fee payable		24,608
Custodian fee payable		21,285
Administrative fee payable		19,223
Advisory fee payable		14,828
Distribution fee payable		2,420
Transfer Agent fee payable		59
Accrued expenses		27,995
Total liabilities		413,144
NET ASSETS	$	38,801,777
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,473
Additional paid-in capital		40,803,255
Distributions in excess of net investment income		(517,353	)
Accumulated net realized loss on investment and foreign currency transactions		(1,135,081	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(352,517	)
	$	38,801,777

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	27,468,642	2,452,203	$	11.20
B	$	11,333,135	1,020,427	$	11.11

See Notes to Financial Statements.

6

GLOBAL BOND PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	788,783
EXPENSES
Advisory fee		90,894
Distribution fee—Class B		15,037
Transfer agency—Class A		1,270
Transfer agency—Class B		539
Custodian		70,334
Administrative		47,000
Audit		19,486
Printing		14,192
Legal		8,397
Directors’ fees		766
Miscellaneous		1,683
Total expenses		269,598
Net investment income		519,185
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(39,523	)
Foreign currency transactions		661,177
Net change in unrealized appreciation/depreciation of:
Investments		(945,030	)
Foreign currency denominated assets and liabilities		(227,584	)
Net loss on investment and foreign currency transactions		(550,960	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(31,775	)

See Notes to Financial Statements.

7

GLOBAL BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	519,185		$	1,245,413
Net realized gain on investment and foreign currency transactions		621,654			212,771
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,172,614	)		885,775
Net increase (decrease) in net assets from operations		(31,775	)		2,343,959
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(906,463	)		(711,741	)
Class B		(350,790	)		(169,417	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(394,552	)
Class B		–0	–		(112,945	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(2,230,272	)		(19,063,133	)
Total decrease		(3,519,300	)		(18,107,829	)
NET ASSETS
Beginning of period		42,321,077			60,428,906
End of period (including distributions in excess of net investment income and undistributed net investment income of ($517,353) and $220,715, respectively)	$	38,801,777		$	42,321,077

See Notes to Financial Statements.

8

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Bond Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek a high level of return from a combination of current income and capital appreciation by investing in a globally diversified portfolio of high quality debt securities denominated in the U.S. dollar and a range of foreign currencies. The Portfolio is non-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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

9

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .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. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .65% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

10

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	37,817,394	$	43,352,087
U.S. government securities		5,491,853		3,443,107

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	$	393,672
Gross unrealized depreciation		(820,628	)
Net unrealized depreciation	$	(426,956	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

11

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	137,595		208,380		$	1,588,048		$	2,372,017
Shares issued in reinvestment of dividends and distributions	80,503		97,643			906,463			1,106,293
Shares redeemed	(333,991	)	(1,929,242	)		(3,859,649	)		(21,814,154	)
Net decrease	(115,893	)	(1,623,219	)	$	(1,365,138	)	$	(18,335,844	)
Class B
Shares sold	71,976		200,013		$	827,726		$	2,252,518
Shares issued in reinvestment of dividends and distributions	31,405		25,144			350,790			282,362
Shares redeemed	(178,182	)	(288,503	)		(2,043,650	)		(3,262,169	)
Net decrease	(74,801	)	(63,346	)	$	(865,134	)	$	(727,289	)

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.

12

AllianceBernstein Variable Products Series Fund

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	1,258,130	$	6,174,320
Net long-term capital gains		130,525		657,350
Total distributions paid	$	1,388,655	$	6,831,670

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,249,772
Accumulated capital and other losses		(2,493,547	)(a)
Unrealized appreciation/(depreciation)		527,852	(b)
Total accumulated earnings/(deficit)	$	(715,923	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $1,753,064, in which $1,265,121 expires in the year 2008, and $487,943 expires in the year 2014. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Fund’s merger with Brinson Series Trust Strategic Income Portfolio, may apply. For the year ended December 31, 2006, the Portfolio deferred losses on straddles of $740,483.

(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 realization for tax purposes of gains/losses on certain derivative instruments.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order.

13

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

14

AllianceBernstein Variable Products Series Fund

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

15

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

16

GLOBAL 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$11.59		$11.32		$13.63		$13.50		$12.63		$10.93
Income From Investment Operations
Net investment income (a)	.15		.29		.28		.25	(b)	.25		.25
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.16	)	.26		(1.26	)	.93		1.40		1.58
Net increase (decrease) in net asset value from operations	(.01	)	.55		(.98	)	1.18		1.65		1.83
Less Dividends and Distributions
Dividends from net investment income	(.38	)	(.18	)	(1.18	)	(.78	)	(.78	)	(.13	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.10	)	(.15	)	(.27	)	–0	–	–0	–
Total dividends and distributions	(.38	)	(.28	)	(1.33	)	(1.05	)	(.78	)	(.13	)
Net asset value, end of period	$11.20		$11.59		$11.32		$13.63		$13.50		$12.63
Total Return
Total investment return based on net asset value (c)	(.09	)%	4.97	%	(7.65	)%	9.63	%	13.26	%	16.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$27,469		$29,755		$47,443		$56,043		$58,658		$56,137
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.26	%(d)	1.03	%(e)	.87	%	.88	%	1.15	%	1.17	%
Expenses, before waivers and reimbursements	1.26	%(d)	1.03	%(e)	.87	%	1.02	%	1.15	%	1.17	%
Net investment income	2.65	%(d)	2.53	%(e)	2.30	%	1.93	%(b)	1.93	%	2.18	%
Portfolio turnover rate	124	%	156	%	148	%	107	%	197	%	220	%

See footnote summary on page 18.

17

GLOBAL BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$11.47		$11.21		$13.51		$13.40		$12.54		$10.86
Income From Investment Operations
Net investment income (a)	.14		.26		.25		.22	(b)	.21		.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.15	)	.25		(1.25	)	.91		1.41		1.57
Net increase (decrease) in net asset value from operations	(.01	)	.51		(1.00	)	1.13		1.62		1.79
Less: Dividends and Distributions
Dividends from net investment income	(.35	)	(.15	)	(1.15	)	(.75	)	(.76	)	(.11	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	(.10	)	(.15	)	(.27	)	–0	–	–0	–
Total dividends and distributions	(.35	)	(.25	)	(1.30	)	(1.02	)	(.76	)	(.11	)
Net asset value, end of period	$11.11		$11.47		$11.21		$13.51		$13.40		$12.54
Total Return
Total investment return based on net asset value (c)	(.10	)%	4.64	%	(7.87	)%	9.33	%	13.08	%	16.59	%
Ratios/Supplemental Data
Net assets, end of period, (000’s omitted)	$11,333		$12,566		$12,986		$13,997		$11,399		$8,507
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.51	%(d)	1.30	%(e)	1.12	%	1.13	%	1.40	%	1.42	%
Expenses, before waivers and reimbursements	1.51	%(d)	1.30	%(e)	1.12	%	1.27	%	1.40	%	1.42	%
Net investment income	2.39	%(d)	2.30	%(e)	2.05	%	1.72	%(b)	1.66	%	1.92	%
Portfolio turnover rate	124	%	156	%	148	%	107	%	197	%	220	%

(a) Based on average shares outstanding.

(b) Net of expenses waived or reimbursed by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

18

GLOBAL 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 Product Series Fund (the “Fund”) in respect of AllianceBernstein Global 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 an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$	43.1	45 bp on 1st $2.5 billion	Global Bond Portfolio
			40 bp on next $2.5 billion
			35 bp on the balance

1 It should be noted that the information in the fee summary was completed on October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

19

GLOBAL BOND 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 most recently completed fiscal year, the Adviser received $75,250 (0.11% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio			Fiscal Year
Global Bond Portfolio	Class A	0.87	%	December 31
	Class B	1.12	%

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 include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2006 net assets.

Portfolio	Net Assets 09/30/06 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Global Bond Portfolio	$	43.1	Global Fixed Income Schedule	0.416	%	0.450	%
			50 bp on 1st $20 million
			35 bp on next $20 million
			30 bp on next $20 million
			25 bp on the balance
			Minimum Account Size: $20 m

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule, although it should be noted that there were no such institutional accounts that are similar in investment style as the Portfolio, which opened in the last year. Discounts that are negotiated vary based upon each client relationship.

20

AllianceBernstein Variable Products Series Fund

The Adviser manages AllianceBernstein Global Strategic Income Trust, Inc., a retail mutual fund, which has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Global Government Income Trust:⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
Global Bond Portfolio	Global Strategic Income Trust	0.50% on first $2.5 billion
		0.40% on next $2.5 billion
		0.35% 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 the Luxembourg funds that have a somewhat similar investment style as the Portfolio.

Portfolio	Fee6
Global Strategic Income/ Global Bond
Class A	1.10	%
Class I (Institutional)	0.55	%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedules of the ACITM mutual funds that have a somewhat similar investment style as the Portfolio are as follows:

Portfolio	ACITM Mutual Fund	Fee
Global Bond Portfolio	Global Income Fund	0.75%
	Global High Income	0.70% on first ¥30 billion7
	A / B	0.60% on next ¥20 billion
		0.50% on next ¥450 billion
		0.45% thereafter
	Global Bond Fund	0.54%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁸

5 AllianceBernstein Global Strategic Income Trust, Inc. was also affected by the settlement between the Adviser and the NYAG. As a result, the fund’s advisory fee schedule is identical to that of the Portfolio.

6 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

7 The current Japanese Yen-U.S. dollar currency exchange rate is ¥118.15 per $1. At that currency exchange rate, ¥30 billion would be equivalent to approximately $254 million. ¥20 billion would be equivalent to approximately $169 million. ¥450 billion would be equivalent to approximately $3.808 billion.

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.

21

GLOBAL BOND 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, and expense components and attributes.⁹ An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Expense Group Median	Rank
Global Bond Portfolio	0.450	0.750	1/9

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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12	Lipper Expense Group Median (%)	Rank	Lipper Expense Universe Median (%)	Rank
Global Bond Portfolio	0.868	0.969	3/9	0.966	5/12

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.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2005, ABI received $34,646 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $138,844 on behalf of the Portfolio to ABI.

9 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year Class A share total expense ratio.

22

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹³ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁴ ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁵

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject, had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $659 billion as of September 30, 2006, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

13 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

14 It should be noted that the insurance companies to which the variable products are linked to provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

15 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

23

GLOBAL BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁶ relative to the Portfolio’s Lipper Performance Group (“PG”)¹⁷ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.¹⁸

Global Bond Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	1.16	0.96	0.68	8/9	13/14
3 year	3.05	4.97	3.84	9/9	11/14
5 year	7.45	9.72	8.23	8/9	9/14
10 year	4.68	5.28	6.02	7/7	11/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold) versus its benchmark:¹⁹

	Periods Ending June 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
Global Bond Portfolio	–1.16	3.05	7.45	4.68	6.09
S&P / Citigroup World Government Bond Index (unhedged in USD)	–0.36	4.25	8.51	5.43	7.10

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 arms-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: December 1, 2006

16 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

17 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU. Outliers and funds with negative management fees are excluded from EUs but not necessarily from PUs.

18 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

19 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Dollar Government Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Global Dollar Government Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,007.16	$	7.66	1.54	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.16	$	7.70	1.54	%
Class B
Actual	$	1,000	$	1,006.07	$	8.90	1.79	%
Hypothetical (5% return before expenses)	$	1,000	$	1,015.92	$	8.95	1.79	%

* 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 DOLLAR PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Sovereigns	$	22,188,685	84.6	%
Corporates		3,368,884	12.9
Agency Debentures		270,625	1.0
Short-Term Investments		388,000	1.5
Total Investments	$	26,216,194	100.0	%

COUNTRY DIVERSIFICATION

June 30, 2007 (unaudited)

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Russia	$	5,306,633	20.2	%
Brazil		4,272,826	16.3
Mexico		2,264,533	8.6
Philippines		2,110,254	8.1
Argentina		1,345,519	5.1
Peru		1,303,618	5.0
Turkey		1,292,921	4.9
Panama		1,247,550	4.8
Malaysia		1,072,731	4.1
Colombia		991,809	3.8
Venezuela		867,213	3.3
Indonesia		795,555	3.0
Other *		2,957,032	11.3
Short-Term Investments		388,000	1.5
Total Investments	$	26,216,194	100.0	%

* The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represents 2.4% or less in the following countries: Bulgaria, China, Costa Rica, Ecuador, El Salvador, Hong Kong, Jamaica, Kazakhstan, Lebanon, Pakistan, South Africa, Ukraine and Uruguay.

2

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
SOVEREIGNS–82.8%
ARGENTINA–5.0%
Republic of Argentina
8.28%, 12/31/33	US$	553	$	533,406
5.475%, 8/03/12(a)		757		719,285
Series V
7.00%, 3/28/11		95		92,828
				1,345,519
BRAZIL–15.6%
Republic of Brazil
6.00%, 1/17/17		829		817,809
7.125%, 1/20/37		1,152		1,244,160
8.00%, 1/15/18		37		40,663
8.25%, 1/20/34		717		880,476
8.875%, 10/14/19 - 4/15/24		832		1,020,220
11.00%, 8/17/40		141		185,062
				4,188,390
BULGARIA–0.4%
Republic of Bulgaria
8.25%, 1/15/15(b)		94		108,241
COLOMBIA–3.7%
Republic of Colombia
7.375%, 9/18/37		245		272,807
8.125%, 5/21/24		25		29,375
10.75%, 1/15/13		88		107,492
11.75%, 2/25/20		394		582,135
				991,809
COSTA RICA–0.4%
Republic of Costa Rica
8.05%, 1/31/13(b)		53		57,319
8.11%, 2/01/12(b)		51		55,590
				112,909
DOMINICAN REPUBLIC–0.4%
Dominican Republic
8.625%, 4/20/27(b)		100		116,000
ECUADOR–0.1%
Republic of Ecuador
10.00%, 8/15/30(b)(c)		35		28,700
EL SALVADOR–1.2%
Republic of El Salvador
7.625%, 9/21/34(b)		72		82,440
7.65%, 6/15/35(b)		112		127,680
8.50%, 7/25/11(b)		100		109,150
				319,270
INDONESIA–3.0%
Republic of Indonesia
6.625%, 2/17/37(b)		100		96,125
6.75%, 3/10/14(b)		260		266,500
7.25%, 4/20/15(b)		59		62,097
7.50%, 1/15/16(b)		100		106,750
8.50%, 10/12/35(b)		222		264,083
				795,555

	Principal Amount (000)		U.S. $ Value
JAMAICA–0.4%
Government of Jamaica
10.625%, 6/20/17	US$	95	$	112,337
LEBANON–1.2%
Lebanese Republic
7.875%, 5/20/11(b)		75		72,375
10.125%, 8/06/08(b)		207		210,622
11.625%, 5/11/16(b)		33		37,769
				320,766
MALAYSIA–2.3%
Malaysia
7.50%, 7/15/11		303		323,946
8.75%, 6/01/09		280		296,382
				620,328
MEXICO–7.3%
United Mexican States
8.125%, 12/30/19		375		444,000
11.375%, 9/15/16		364		505,050
Series A
8.00%, 9/24/22		833		995,435
				1,944,485
PAKISTAN–0.5%
Republic of Pakistan
6.875%, 6/01/17(b)		146		140,708
PANAMA–4.3%
Republic of Panama
6.70%, 1/26/36		299		302,738
7.125%, 1/29/26		173		184,245
7.25%, 3/15/15		16		17,120
8.875%, 9/30/27		97		122,123
9.375%, 7/23/12 - 4/01/29		413		522,385
				1,148,611
PERU–4.5%
Republic of Peru
7.35%, 7/21/25		317		353,455
8.375%, 5/03/16		284		330,150
8.75%, 11/21/33		393		508,935
9.875%, 2/06/15		3		3,725
				1,196,265
PHILIPPINES–7.9%
Republic of Philippines
7.50%, 9/25/24		105		113,400
7.75%, 1/14/31		162		178,605
8.00%, 1/15/16		100		109,870
8.25%, 1/15/14		296		323,380
8.375%, 2/15/11		11		11,770
8.875%, 3/17/15		246		281,670
9.00%, 2/15/13		177		198,240
9.50%, 10/21/24 - 2/02/30		157		204,207
9.875%, 1/15/19		237		299,212
10.625%, 3/16/25		280		389,900
				2,110,254

3

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
RUSSIA–12.5%
Russian Federation
7.50%, 3/31/30(b)(c)	US$	1,174	$	1,288,575
11.00%, 7/24/18(b)		240		333,000
Russian Ministry of Finance
Series V
3.00%, 5/14/08		1,605		1,568,887
Series VII
3.00%, 5/14/11		160		144,208
				3,334,670
SOUTH AFRICA–0.9%
Republic of South Africa
5.875%, 5/30/22		100		97,875
7.375%, 4/25/12		142		150,875
				248,750
TURKEY–4.8%
Republic of Turkey
6.875%, 3/17/36		577		547,429
7.00%, 6/05/20		450		451,125
7.375%, 2/05/25		256		262,080
8.00%, 2/14/34		30		32,287
				1,292,921
UKRAINE–0.9%
Government of Ukraine
6.58%, 11/21/16(b)		144		142,920
7.65%, 6/11/13(b)		80		84,600
				227,520
URUGUAY–2.3%
Republic of Uruguay
7.875%, 1/15/33(d)		138		153,464
8.00%, 11/18/22		200		225,000
9.25%, 5/17/17		200		239,000
				617,464
VENEZUELA–3.2%
Republic of Venezuela
5.75%, 2/26/16		88		74,140
6.00%, 12/09/20		45		36,045
7.00%, 12/01/18(b)		404		365,620
7.65%, 4/21/25		197		178,778
9.25%, 9/15/27		16		16,720
13.625%, 8/15/18		143		195,910
				867,213
Total Sovereigns (cost $20,952,423)				22,188,685
CORPORATES–12.6%
BRAZIL–0.3%
Vale Overseas Ltd.
6.875%, 11/21/36		84		84,436
CHINA–0.4%
Chaoda Modern Agriculture
7.75%, 2/08/10(b)		115		106,950

	Principal Amount (000)		U.S. $ Value
HONG KONG–0.3%
Noble Group Ltd.
6.625%, 3/17/15(b)	US$	100	$	91,735
JAMAICA–0.4%
Digicel Ltd.
9.25%, 9/01/12(b)		100		105,375
KAZAKHSTAN–1.1%
ALB Finance BV
9.25%, 9/25/13(b)		100		99,926
Kazkommerts International BV
8.50%, 4/16/13(b)		100		102,250
Tengizchevroil Finance Co.
6.124%, 11/15/14(b)		100		98,130
				300,306
MALAYSIA–1.7%
Petronas Capital Ltd.
7.00%, 5/22/12(b)		426		452,403
MEXICO–0.2%
Monterrey Power SA de CV
9.625%, 11/15/09(b)		45		49,423
PANAMA–0.4%
MMG Fiduciary (AES El Salvador)
6.75%, 2/01/16(b)		100		98,939
PERU–0.4%
Southern Copper Corp.
7.50%, 7/27/35		100		107,354
RUSSIA–7.4%
Alfa Bond Issuance PLC
8.625%, 12/09/15		100		101,100
Citigroup (JSC Severstal)
9.25%, 4/19/14(b)		68		74,386
Evraz Group SA
8.25%, 11/10/15(b)		100		102,140
Gallery Capital SA
10.125%, 5/15/13(b)		100		100,100
Gazprom
6.51%, 3/07/22(b)		300		296,100
Gazprom OAO
9.625%, 3/01/13(b)		560		647,472
Gazstream SA
5.625%, 7/22/13(b)		126		124,184
Mobile Telesystems Finance
9.75%, 1/30/08(b)		125		127,227
Russia Agriculture Bank RSHB Capital
6.299%, 5/15/17(b)		147		143,884
Russian Standard Finance
7.50%, 10/07/10(b)		100		96,500
TNK-BP Finance SA
7.50%, 7/18/16(b)		100		103,100
Tyumen Oil Co.
11.00%, 11/06/07(b)		55		55,770
				1,971,963
Total Corporates (cost $3,394,714)				3,368,884

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
AGENCY DEBENTURES–1.0%
MEXICO–1.0%
Pemex Project Funding Master Trust 8.00%, 11/15/11 (cost $249,418)	US$	250	$	270,625

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
The Bank of New York 4.25%, 7/02/07 (cost $388,000)	US$	388	$	388,000
TOTAL INVESTMENTS–97.8% (cost $24,984,555)				26,216,194
Other assets less liabilities–2.2%				589,237
NET ASSETS–100.0%			$	26,805,431

CREDIT DEFAULT SWAP CONTRACTS (see Note D)

Swap Counterparty & Referenced Obligation	Notional Amount (000)		Interest Rate		Termination Date	Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Lehman Brothers (Republic of Venezuela 9.25% 9/15/27)	$	280	1.26	%	4/20/10	$	6,147
Sale Contracts:
Citigroup Global Markets, Inc. (Federal Republic of Brazil 12.25% 3/6/30)		600	3.09		8/20/10		52,039
Citigroup Global Markets, Inc. (Republic of Philippines 10.625% 3/16/25)		130	4.95		3/20/09		9,852
JPMorgan Chase (OAO Gazprom 10.50% 10/21/09)		360	1.04		10/20/10		7,155
Lehman Brothers (Republic of Venezuela 9.25% 9/15/27)		280	0.69		4/20/08		(1,591	)

(a) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(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, 2007, the aggregate market value of these securities amounted to $7,232,858 or 27.0% of net assets.

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2007.

(d) Pay-In-Kind Payments (PIK).

See Notes to Financial Statements.

5

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $24,984,555)	$	26,216,194
Cash		523
Unrealized appreciation of swap contracts		75,193
Interest receivable		546,079
Receivable for investment securities sold		100,415
Receivable for capital stock sold		37,744
Total assets		26,976,148
LIABILITIES
Unrealized depreciation of swap contracts		1,591
Custodian fee payable		43,675
Payable for investment securities purchased		37,046
Administrative fee payable		19,223
Audit fee payable		19,111
Printing fee payable		17,029
Payable for capital stock redeemed		13,278
Advisory fee payable		11,707
Distribution fee payable		1,159
Transfer Agent fee payable		59
Accrued expenses .		6,839
Total liabilities		170,717
NET ASSETS	$	26,805,431
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,073
Additional paid-in capital		24,584,185
Undistributed net investment income		590,147
Accumulated net realized gain on investment transactions		323,785
Net unrealized appreciation of investments		1,305,241
	$	26,805,431

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	21,371,915	1,651,307	$	12.94
B	$	5,433,516	421,201	$	12.90

See Notes to Financial Statements.

6

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	955,109
EXPENSES
Advisory fee		70,866
Distribution fee—Class B		6,987
Transfer agency—Class A		1,134
Transfer agency—Class B		279
Custodian		60,222
Administrative		47,000
Audit		19,111
Printing		7,234
Legal		5,847
Directors’ fees		789
Miscellaneous		1,184
Total expenses before interest expense		220,653
Interest expense		4,856
Total expenses		225,509
Net investment income		729,600
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on:
Investment transactions		297,345
Swap contracts		65,643
Net change in unrealized appreciation/depreciation of:
Investments		(818,863	)
Swap contracts		(62,762	)
Net loss on investment transactions		(518,637	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	210,963

See Notes to Financial Statements.

7

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	729,600		$	1,523,687
Net realized gain on investment transactions		362,988			1,050,646
Net change in unrealized appreciation/depreciation of investments		(881,625	)		91,357
Net increase in net assets from operations		210,963			2,665,690
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,322,649	)		(1,319,149	)
Class B		(310,854	)		(305,782	)
Net realized gain on investment transactions
Class A		(865,109	)		(1,040,768	)
Class B		(212,347	)		(251,506	)
CAPITAL STOCK TRANSACTIONS
Net increase		270,649			831,292
Total increase (decrease)		(2,229,347	)		579,777
NET ASSETS
Beginning of period		29,034,778			28,455,001
End of period (including undistributed net investment income of $590,147 and $1,494,050, respectively)	$	26,805,431		$	29,034,778

See Notes to Financial Statements.

8

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
NOTESTO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Global Dollar Government Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek a high level of current income and, secondarily, capital appreciation. The Portfolio is non-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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. 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.

9

GLOBAL DOLLAR GOVERNMENT 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 investments transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

It is the policy of the Portfolio that its custodian or designated subcustodian take control of securities as collateral under repurchase agreements and to determine on a daily basis that the value of such securities are sufficient to cover the value of the repurchase agreements. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of collateral by the Portfolio may be delayed or limited.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .50% 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. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .75% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

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AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	6,042,565		$	7,297,630
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 swap contracts) are as follows:

Gross unrealized appreciation	$	1,464,955
Gross unrealized depreciation		(233,316	)
Net unrealized appreciation	$	1,231,639

1. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio

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GLOBAL DOLLAR GOVERNMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

2. Swap Agreements

The Portfolio may enter into swaps on sovereign debt obligations to protect itself from interest rate fluctuations on the underlying debt instruments and for investment purposes. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net 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 credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the underlying value of the securities.

The Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/loss on swaps, in addition to realized gain/loss recorded upon the termination of swap contracts on the statements of operations. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of investments.

The Portfolio may enter into credit default swaps. The Portfolio may purchase credit protection on the referenced obligation of the credit default swap (“Buy Contract”) or provide credit protection on the referenced obligation of the credit default swap (“Sale Contract”). A sale/(buy) in a credit default swap provides upon the occurrence of a credit event, as defined in the swap agreement, for the Portfolio to buy/(sell) from/(to) the counterparty at the notional amount (the “Notional Amount”) and receive/(deliver) the principal amount of the referenced obligation. If a credit event occurs, the maximum payout amount for a Sale Contract is limited to the Notional Amount of the swap contract (“Maximum Payout Amount”). During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon interest rate applied to the Notional Amount. These interim payments are recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities.

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 and no credit event occurs, it will lose its investment. In addition, if the Portfolio is a seller 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 loss to the Portfolio.

At June 30, 2007, the Portfolio had Sale Contracts outstanding with Maximum Payout Amounts aggregating $1,370,000, with net unrealized appreciation of $67,455 and terms ranging from 10 months to 3 years, as reflected in the portfolio of investments.

In certain circumstances, the Portfolio may hold Sale Contracts on the same referenced obligation and with the same counterparty from which it has purchased credit protection, which may reduce its obligation to make payments on Sale Contracts, if a credit event occurs. The Portfolio had a buy contract with a Notional Amount of $280,000 with respect to the same referenced obligations and same counterparties of certain Sale Contracts outstanding which reduced its obligation to make payments on Sale Contracts to $1,090,000 as of June 30, 2007.

3. 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, 2007, the average amount of reverse repurchase agreements outstanding was $843,690 and the daily weighted average interest rate was 1.86%.

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AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

Each class consist of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	115,041		392,040		$	1,658,110		$	5,571,863
Shares issued in reinvestment of dividends and distributions	166,750		182,798			2,187,758			2,359,917
Shares redeemed	(267,788	)	(538,135	)		(3,740,101	)		(7,514,108	)
Net increase	14,003		36,703		$	105,767		$	417,672
Class B
Shares sold	28,106		51,188		$	405,404		$	719,330
Shares issued in reinvestment of dividends and distributions	40,000		43,267			523,201			557,288
Shares redeemed	(53,470	)	(62,681	)		(763,723	)		(862,998	)
Net increase	14,636		31,774		$	164,882		$	413,620

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

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.

Leverage Risk—The Portfolio may use significant borrowings for leverage or may otherwise leverage its assets through, for example, the use of reverse repurchase agreements or dollar rolls. When the Portfolio borrows money or otherwise leverage its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. Reverse repurchase agreements and dollar rolls also 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.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

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GLOBAL DOLLAR GOVERNMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	1,862,568	$	1,800,375
Net long-term capital gains		1,054,637		1,181,282
Total taxable distributions		2,917,205		2,981,657
Total distributions paid	$	2,917,205	$	2,981,657

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,881,061
Undistributed long-term capital gains		817,979
Unrealized appreciation/(depreciation)		2,020,129	(a)
Total accumulated earnings/(deficit)	$	4,719,169

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between the book and tax treatment of swap income.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

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AllianceBernstein Variable Products Series Fund

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges,

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GLOBAL DOLLAR GOVERNMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

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GLOBAL DOLLAR GOVERNMENT 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004(a)		2003		2002
Net asset value, beginning of period	$14.22		$14.42		$14.79		$14.53		$11.43		$10.63
Income From Investment Operations
Net investment income (b)	.37		.76		.84		.86	(c)	.95		.94	(c)
Net realized and unrealized gain (loss) on investment transactions	(.25	)	.53		.46		.45		2.83		.70
Net increase in net asset value from operations	.12		1.29		1.30		1.31		3.78		1.64
Less: Dividends and Distributions
Dividends from net investment income	(.85	)	(.83	)	(.95	)	(1.05	)	(.68	)	(.84	)
Distributions from net realized gain on investment transactions	(.55	)	(.66	)	(.72	)	–0	–	–0	–	–0	–
Total dividends and distributions	(1.40	)	(1.49	)	(1.67	)	(1.05	)	(.68	)	(.84	)
Net asset value, end of period	$12.94		$14.22		$14.42		$14.79		$14.53		$11.43
Total Return
Total investment return based on net asset value (d)	.72	%	10.01	%	9.62	%	10.12	%	33.41	%	16.14	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$21,372		$23,279		$23,073		$22,932		$26,433		$22,198
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.54	%(e)	1.76	%(f)	1.69	%	1.76	%	1.90	%	1.40	%
Expenses, before waivers and reimbursements	1.54	%(e)	1.76	%(f)	1.69	%	1.93	%	1.90	%	2.00	%
Expenses, before waivers and reimbursements excluding interest expense	1.51	%(e)	1.69	%(f)	1.68	%	1.92	%	1.88	%	2.00	%
Net investment income	5.20	%(e)	5.41	%(f)	5.83	%	6.07	%(c)	7.20	%	8.83	%(c)
Portfolio turnover rate	22	%	50	%	91	%	188	%	150	%	142	%

See footnote summary on page 18.

17

GLOBAL DOLLAR GOVERNMENT 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, 2007 (unaudited)		Year Ended December 31,								July 22, 2002(g) to December 31, 2002
			2006		2005		2004(a)		2003
Net asset value, beginning of period	$14.16		$14.36		$14.74		$14.51		$11.42		$10.20
Income From Investment Operations
Net investment income (b)	.35		.72		.80		.82	(c)	.88		.35	(c)
Net realized and unrealized gain (loss) on investment transactions	(.25	)	.54		.46		.45		2.89		.87
Net increase in net asset value from operations	.10		1.26		1.26		1.27		3.77		1.22
Less: Dividends and Distributions
Dividends from net investment income	(.81	)	(.80	)	(.92	)	(1.04	)	(.68	)	–0	–
Distributions from net realized gain on investment transactions	(.55	)	(.66	)	(.72	)	–0	–	–0	–	–0	–
Total dividends and distributions	(1.36	)	(1.46	)	(1.64	)	(1.04	)	(.68	)	–0	–
Net asset value, end of period	$12.90		$14.16		$14.36		$14.74		$14.51		$11.42
Total Return
Total investment return based on net asset value (d)	.61	%	9.77	%	9.35	%	9.81	%	33.34	%	11.96	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$5,433		$5,756		$5,382		$4,979		$3,162		$226
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.79	%(e)	2.01	%(f)	1.93	%	2.07	%	2.14	%	1.63	%(e)
Expenses, before waivers and reimbursements	1.79	%(e)	2.01	%(f)	1.93	%	2.24	%	2.14	%	1.99	%(e)
Expenses, before waivers and reimbursements excluding interest expense	1.76	%(e)	1.94	%(f)	1.93	%	2.23	%	2.12	%	1.99	%(e)
Net investment income	4.94	%(e)	5.16	%(f)	5.60	%	5.74	%(c)	6.67	%	9.12	%(c)(e)
Portfolio turnover rate	22	%	50	%	91	%	188	%	150	%	142	%

(a) As of January 1, 2004, the Portfolio has adopted the method of accounting for interim payments on swap contracts in accordance with Financial Accounting Standards Board Statement No. 133. These interim payments are reflected within net realized and unrealized gain (loss) on swap contracts, however, prior to January 1, 2004, these interim payments were reflected within interest income/expense on the statement of operations. The effect of this change for the year ended December 31, 2004, was to decrease net investment income per share by $.02 and increase net realized and unrealized gain (loss) on investment transactions per share by $.02 for Class A and B. Consequently, the ratios of net investment income to average net assets were decreased by .17% for Class A and B respectively.

(b) Based on average shares outstanding.

(c) Net of expenses waived or reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) The ratio includes expenses attributable to costs of proxy solicitation.

(g) Commencement of distribution.

18

GLOBAL DOLLAR GOVERNMENT 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 Product Series Fund (the “Fund”) in respect of AllianceBernstein Global Dollar Government Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
High Income	$	28.2	50 bp on 1st $2.5 billion	Global Dollar
			45 bp on next $2.5 billion	Government Portfolio
			40 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the most recently completed fiscal year, the Adviser received $75,250 (0.27% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio		Fiscal Year
Global Dollar Government Portfolio4	Class A 1.69	%	December 31
	Class B 1.93	%

1 It should be noted that the information in the fee summary was completed on October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

4 Includes interest expense of 0.01%, relating to the short-term credit facility used by the Portfolio.

19

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2006 net assets.

Portfolio	Net Assets 09/30/06 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Global Dollar Government Portfolio	$	28.2	Emerging Market Debt Schedule 65 bp on 1st $20 million 50 bp on next $20 million 40 bp on next $20 million 35 bp on the balance Minimum Account  Size: $20 m	0.606	%	0.500	%

The Adviser manages AllianceBernstein Emerging Market Debt Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Emerging Market Debt Fund, Inc.⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
Global Dollar Government Portfolio7	Emerging Market Debt Fund, Inc.	0.50% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule, although it should be noted that there were no such institutional accounts that are similar in investment style as the Portfolio, which opened in the last year. Discounts that are negotiated vary based upon each client relationship.

6 The advisory fee schedule of AllianceBernstein Emerging Market Debt Fund, Inc. was also affected by the settlement between the Adviser and the NYAG. As a result, the fund’s advisory fee schedule is identical to that of the Portfolio.

7 The fund is a clone of the Portfolio.

20

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fee for Emerging Market Debt, a Luxembourg fund, which has a somewhat similar investment style as the Portfolio.

Portfolio	Fee8
Emerging Market Debt
Class A	1.10	%
Class I (Institutional)	0.55	%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ACITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ACITM Mutual Fund	Fee
Global Dollar Government Portfolio	Emerging Market Bond Fund
	FC / FD9	0.75	%
	P-H9	0.10	%10

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory 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, and expense components and attributes.¹² An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee13	Lipper Expense Group Median	Rank
Global Dollar Government Portfolio	0.500	0.759	1/8

8 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

9 This ACITM fund is privately placed or institutional.

10 In addition to the 0.10%, the Adviser charges the institutional account 0.485% for the first Y3 billion, 0.215% thereafter. The current Japanese yen—U.S. dollar currency exchange rate is Y118.15 per $1. At that currency exchange rate, Y3 billion would be equivalent to approximately $25.4 million.

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” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

12 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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.

21

GLOBAL DOLLAR GOVERNMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective as the subject Portfolio.¹⁴

Portfolio	Expense Ratio (%)15	Lipper Expense Group Median (%)	Rank	Lipper Expense Universe Median (%)	Rank
Global Dollar Government Portfolio16	1.682	0.985	8/8	0.970	14/14

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.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2005, ABI received $13,316 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $141,347 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, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of

14 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.

15 Most recently completed fiscal year Class A share total expense ratio.

16 Note that the Portfolio is classified by Lipper as a Global Income fund, which Lipper considers as a fund that invests primarily in U.S. dollar and non-U.S. dollar debt securities of issuers located in at least three countries, one of which may be the United States. The Portfolio has an investment style that meets Lipper’s criteria for Global Income funds, but also focuses on emerging market debt securities. Emerging market debt funds, on average, have relatively higher expenses ratios, including custodian expense ratios, than general global income funds.

22

AllianceBernstein Variable Products Series Fund

the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁷ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁸ ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁹

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject, had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $659 billion as of September 30, 2006, 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 Portfolio²⁰ relative to the Portfolio’s Lipper Performance Group (“PG”)²¹ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.²²

Global Dollar Government Portfolio23	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	4.63	0.96	0.68	2/7	3/14
3 year	9.44	4.97	3.84	1/7	2/14
5 year	13.82	9.72	8.23	1/7	1/14
10 year	11.67	6.06	6.02	1/6	1/11

17 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

18 It should be noted that the insurance companies to which the variable products are linked to 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 Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

20 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

21 The Portfolio’s PG is not identical to the Portfolio’s EG. Performance information was unavailable in Lipper’s database for one of the Portfolio’s peers. The Portfolio’s PU is identical to the Portfolio’s EU.

22 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

23 As previously disclosed, the Portfolio, which invests a substantial portion of its assets in emerging market debt securities, is classified by Lipper as a general Global Income fund. Global Income funds have a much broader investment mandate and risk profile than funds that invest primarily in emerging market debt securities, which may significantly impact performance.

23

GLOBAL DOLLAR GOVERNMENT 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) versus its benchmark:²⁴

	Periods Ending June 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
Global Dollar Government Portfolio	4.63	9.44	13.82	11.67	11.88
J.P. Morgan EMBI Global Index	4.62	9.58	10.84	11.39	12.44
J.P. Morgan EMBI Plus Index	5.25	10.21	11.42	11.92	13.06

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 arms-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: December 1, 2006

24 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein High Yield Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

HIGH YIELD PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

High Yield	Beginning Account Value     January 1, 2007		Ending Account Value       June 30, 2007		Expenses Paid     During Period*		Annualized     Expense Ratio*
Class A
Actual	$	1,000	$	1,022.04	$	6.22	1.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.65	$	6.21	1.24	%
Class B
Actual	$	1,000	$	1,020.80	$	7.47	1.49	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.41	$	7.45	1.49	%

* 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

HIGH YIELD PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporate—Non-Investment Grade	$	34,545,419	92.6	%
Corporate—Investment Grade		1,475,865	4.0
Emerging Markets—Non-Investment Grade		151,247	0.4
Non-Convertible Preferred Stock		133,455	0.4
Equities		1	0.0
Short-Term Investments		977,000	2.6
Total Investments	$	37,282,987	100.0	%

2

HIGH YIELD PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
CORPORATES—NON-INVESTMENT GRADES–88.2%
INDUSTRIAL–68.6%
BASIC–7.2%
AK Steel Corp. 7.875%, 2/15/09	$	64	$	63,840
Arch Western Finance LLC 6.75%, 7/01/13		90		86,400
Citigroup (JSC Severstal) Series REGS 9.25%, 4/19/14(a)		220		240,660
Equistar Chemicals Funding LP 10.125%, 9/01/08		47		48,880
10.625%, 5/01/11		65		68,412
Evraz Group, SA 8.25%, 11/10/15(a)		123		125,767
Freeport-McMoRan Copper & Gold, Inc. 8.375%, 4/01/17		325		346,938
Georgia-Pacific Corp. 7.00%, 1/15/15(a)		85		81,813
7.125%, 1/15/17(a)		95		91,200
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC 9.75%, 11/15/14		60		62,100
9.86%, 11/15/14(b)		60		61,800
Huntsman International LLC 7.875%, 11/15/14		105		112,481
Huntsman LLC 11.50%, 7/15/12		143		158,730
Ineos Group Holdings PLC 8.50%, 2/15/16(a)		179		174,973
Lyondell Chemical Co. 8.00%, 9/15/14		80		82,200
8.25%, 9/15/16		285		297,825
The Mosaic Co. 7.625%, 12/01/16(a)		290		296,525
Nell AF S.a.r.l. 8.375%, 8/15/15(a)		110		105,325
NewPage Corp. 10.00%, 5/01/12		100		108,000
Peabody Energy Corp. Series B 6.875%, 3/15/13		190		189,050
				2,802,919
CAPITAL GOODS–8.0%
Allied Waste North America, Inc. 6.375%, 4/15/11		174		169,215
6.875%, 6/01/17		85		82,237
Series B
7.125%, 5/15/16		80		78,200
7.375%, 4/15/14		90		88,875
Associated Materials, Inc. 11.25%, 3/01/14(c)		235		175,075
Berry Plastics Holding Corp. 8.875%, 9/15/14		120		121,500
10.25%, 3/01/16		65		65,000

	Principal Amount (000)		U.S. $ Value
Bombardier, Inc. 6.30%, 5/01/14(a)	$	270	$	256,500
8.00%, 11/15/14(a)		225		236,531
Case Corp. 7.25%, 1/15/16		170		172,550
Case New Holland, Inc. 7.125%, 3/01/14		245		248,063
9.25%, 8/01/11		150		157,230
Crown Americas 7.625%, 11/15/13		155		156,550
Goodman Global Holdings, Inc. 7.875%, 12/15/12		110		108,900
L-3 Communications Corp. 5.875%, 1/15/15		130		120,575
Owens Brockway Glass Container, Inc. 8.875%, 2/15/09		176		179,080
Series $
6.75%, 12/01/14		205		199,875
Russell-Stanley Holdings, Inc. 9.00%, 11/30/08(d)(e)(f)		36		4,566
Trinity Industries, Inc. 6.50%, 3/15/14		230		224,825
United Rentals North America, Inc. 7.75%, 11/15/13		270		270,337
				3,115,684
COMMUNICATIONS— MEDIA–12.0%
Allbritton Communications Co. 7.75%, 12/15/12		165		165,825
Cablevision Systems Corp. Series B 8.00%, 4/15/12		220		217,250
CCH I Holdings LLC 11.75%, 5/15/14		630		618,975
Clear Channel Communications, Inc. 5.50%, 9/15/14		238		203,386
5.75%, 1/15/13		157		141,362
CSC Holdings, Inc. 7.625%, 7/15/18		125		118,750
7.875%, 2/15/18		45		43,425
Series WI
6.75%, 4/15/12		190		180,500
Dex Media West LLC Series B 8.50%, 8/15/10		60		62,175
DIRECTV Holdings LLC 6.375%, 6/15/15		291		273,540
EchoStar DBS Corp. 6.375%, 10/01/11		89		87,220
6.625%, 10/01/14		305		291,275
7.125%, 2/01/16		85		83,088
Idearc, Inc. 8.00%, 11/15/16		185		186,850
Insight Communications Co., Inc. 12.25%, 2/15/11		181		189,145
Insight Midwest LP 9.75%, 10/01/09		81		81,608

3

HIGH YIELD PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Intelsat Bermuda Ltd. 11.25%, 6/15/16	$	299	$	334,880
Intelsat Subsidiary Holding Co. Ltd. 8.625%, 1/15/15		135		138,375
Liberty Media Corp. 5.70%, 5/15/13		50		46,996
7.875%, 7/15/09		58		60,163
8.25%, 2/01/30		50		48,491
Quebecor Media, Inc. 7.75%, 3/15/16		305		309,575
Rainbow National Services LLC 8.75%, 9/01/12(a)		55		57,200
10.375%, 9/01/14(a)		50		54,875
RH Donnelley Corp. Series A-2 6.875%, 1/15/13		128		121,280
Sirius Satellite Radio, Inc. 9.625%, 8/01/13		70		68,600
Univision Communications, Inc. 7.85%, 7/15/11		115		118,450
WDAC Subsidiary Corp. 8.375%, 12/01/14(a)		70		73,500
WMG Holdings Corp. 9.50%, 12/15/14(c)		333		253,080
XM Satellite Radio, Inc. 9.75%, 5/01/14		60		58,800
				4,688,639
COMMUNICATIONS— TELECOMMUNICATION–6.2%
Citizens Communications Co. 6.25%, 1/15/13		210		201,337
Cricket Communications, Inc. 9.375%, 11/01/14		215		221,988
Digicel Ltd. 9.25%, 9/01/12(a)		161		169,654
Dobson Cellular Systems, Inc. Series B 8.375%, 11/01/11		76		79,420
Dobson Communications Corp. 8.875%, 10/01/13		75		78,375
Inmarsat Finance PLC 7.625%, 6/30/12		145		149,894
10.375%, 11/15/12(c)		205		195,519
Level 3 Financing, Inc. 9.25%, 11/01/14		295		297,950
12.25%, 3/15/13		118		135,405
Mobile Telesystems Finance SA 8.00%, 1/28/12(a)		231		237,653
PanAmSat Corp. 9.00%, 8/15/14		143		149,077
Qwest Capital Funding, Inc. 7.25%, 2/15/11		300		298,500
Time Warner Telecom Holdings, Inc. 9.25%, 2/15/14		50		53,000
Windstream Corp. 8.125%, 8/01/13		88		91,960

	Principal Amount (000)		U.S. $ Value
8.625%, 8/01/16	$	77	$	81,427
				2,441,159
CONSUMER CYCLICAL— AUTOMOTIVE–7.6%
Affinia Group, Inc. 9.00%, 11/30/14		85		83,300
Ford Motor Co. 7.45%, 7/16/31		414		330,683
Ford Motor Credit Co. 4.95%, 1/15/08		165		163,764
7.00%, 10/01/13		204		189,005
8.105%, 1/13/12(b)		240		239,391
General Motors Acceptance Corp. 6.875%, 9/15/11		371		364,936
8.00%, 11/01/31		95		97,145
General Motors Corp. 8.25%, 7/15/23		400		364,500
8.375%, 7/15/33		415		378,688
The Goodyear Tire & Rubber Co. 9.00%, 7/01/15		130		140,075
Keystone Automotive Operations, Inc. 9.75%, 11/01/13		108		93,960
Lear Corp. Series B 5.75%, 8/01/14		70		58,800
8.50%, 12/01/13		45		43,200
8.75%, 12/01/16		295		280,987
Visteon Corp. 7.00%, 3/10/14		165		142,313
				2,970,747
CONSUMER CYCLICAL—OTHER–8.6%
Broder Brothers Co. Series B 11.25%, 10/15/10		77		75,941
Caesars Entertainment, Inc. 7.875%, 3/15/10		90		92,142
Greektown Holdings LLC 10.75%, 12/01/13(a)		90		95,400
Harrah’s Operating Co., Inc 5.625%, 6/01/15		375		305,625
6.50%, 6/01/16		180		150,300
Host Hotels & Resorts LP 6.875%, 11/01/14		45		44,494
Host Marriott LP Series Q 6.75%, 6/01/16		300		294,000
KB Home 7.75%, 2/01/10		125		124,375
Levi Strauss & Co. 8.875%, 4/01/16		63		64,575
MGM Mirage 6.625%, 7/15/15		327		297,161
7.625%, 1/15/17		55		52,319
8.375%, 2/01/11		280		286,300

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
Mohegan Tribal Gaming Authority 7.125%, 8/15/14	$	135	$	133,650
NCL Corp. 10.625%, 7/15/14		90		86,850
Penn National Gaming, Inc. 6.875%, 12/01/11		160		162,600
Riviera Holdings Corp. 11.00%, 6/15/10		210		217,701
Six Flags, Inc. 9.625%, 6/01/14		115		106,662
Station Casinos, Inc. 6.625%, 3/15/18		45		38,700
Turning Stone Resort Casino Enterprise 9.125%, 12/15/10(a)		140		142,450
Universal City Development Partners 11.75%, 4/01/10		120		127,200
Universal City Florida Holding Co. 8.375%, 5/01/10		60		61,350
William Lyon Homes, Inc. 10.75%, 4/01/13		112		105,280
Wynn Las Vegas LLC/Corp. 6.625%, 12/01/14		310		298,763
				3,363,838
CONSUMER CYCLICAL—RETAILERS–2.0%
The Bon-Ton Dept Stores, Inc. 10.25%, 3/15/14		125		126,563
Burlington Coat Factory Warehouse Corp. 11.125%, 4/15/14		55		53,625
Couche-Tard, Inc. 7.50%, 12/15/13		144		145,080
GSC Holdings Corp. 8.00%, 10/01/12		215		224,675
Rite Aid Corp. 6.875%, 8/15/13		160		140,800
9.25%, 6/01/13		85		84,362
9.375%, 12/15/15(a)		10		9,600
9.50%, 6/15/17(a)		15		14,400
				799,105
CONSUMER NON-CYCLICAL–7.2%
Albertson’s, Inc. 7.45%, 8/01/29		335		326,735
Aramark Corp. 8.50%, 2/01/15(a)		205		208,587
Community Health Systems, Inc. 8.875%, 7/15/15(a)		191		193,626
DaVita, Inc. 7.25%, 3/15/15		75		74,063
Dole Food Company, Inc. 8.625%, 5/01/09		60		59,850
8.875%, 3/15/11		38		37,430

	Principal Amount (000)		U.S. $ Value
Elan Finance PLC/Elan Finance Corp. 7.75%, 11/15/11	$	315	$	315,394
Hanger Orthopedic Group, Inc. 10.25%, 6/01/14		80		86,000
HCA, Inc. 6.375%, 1/15/15		215		182,750
6.50%, 2/15/16		155		131,169
6.75%, 7/15/13		170		154,700
9.625%, 11/15/16(a)(g)		250		268,750
IASIS Healthcare Corp. 8.75%, 6/15/14		145		145,000
Select Medical Corp. 7.625%, 2/01/15		117		104,715
Stater Brothers Holdings 8.125%, 6/15/12		65		65,487
Tenet Healthcare Corp. 7.375%, 2/01/13		140		126,525
9.875%, 7/01/14		80		79,200
Ventas Realty LP/CAP CRP 6.75%, 4/01/17		84		82,950
Viant Holdings, Inc. 10.125%, 7/15/17(a)		85		85,425
Visant Corp. 7.625%, 10/01/12		80		79,600
				2,807,956
ENERGY–2.4%
Chesapeake Energy Corp. 7.50%, 9/15/13		75		76,312
7.75%, 1/15/15		260		264,550
Compagnie Generale de Geophysique-Veritas 7.50%, 5/15/15		85		85,000
7.75%, 5/15/17		15		15,188
Hilcorp Energy I LP/Hilcorp Finance Co. 7.75%, 11/01/15(a)		55		53,350
PetroHawk Energy Corp. Series WI 9.125%, 7/15/13		107		113,152
Range Resources Corp. 7.50%, 5/15/16		110		111,375
Tesoro Corp. 6.25%, 11/01/12		140		138,950
6.50%, 6/01/17(a)		100		97,750
				955,627
OTHER INDUSTRIAL–1.0%
FastenTech, Inc. 11.50%, 5/01/11		85		89,887
RBS Global, Inc. and Rexnord Corp. 9.50%, 8/01/14		110		112,750
11.75%, 8/01/16		60		64,500
Sensus Metering Systems, Inc. 8.625%, 12/15/13		125		126,875
				394,012

5

HIGH YIELD PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
SERVICES–0.3%
Horizon Lines LLC 9.00%, 11/01/12	$	88	$	93,060
West Corp. 9.50%, 10/15/14		40		41,000
				134,060
TECHNOLOGY–4.4%
Amkor Technology, Inc. 9.25%, 6/01/16		180		185,400
Avago Technologies Finance 10.125%, 12/01/13		110		117,150
CA, Inc. 4.75%, 12/01/09(a)		110		107,349
Flextronics International Ltd. 6.50%, 5/15/13		175		164,938
Freescale Semiconductor, Inc. 8.875%, 12/15/14(a)		290		276,950
10.125%, 12/15/16(a)		80		75,200
Iron Mountain, Inc. 6.625%, 1/01/16		145		133,037
Nortel Networks Ltd. 10.125%, 7/15/13(a)		125		134,063
NXP BV/NXP Funding LLC 8.106%, 10/15/13(b)		90		90,112
9.50%, 10/15/15		40		39,400
Seagate Technology HDD Holding 6.375%, 10/01/11		119		116,025
Sungard Data Systems, Inc. 9.125%, 8/15/13		260		266,175
				1,705,799
TRANSPORTATION— AIRLINES–0.8%
AMR Corp. 9.00%, 8/01/12		131		134,275
Continental Airlines, Inc. 7.875%, 7/02/18		44		45,231
8.75%, 12/01/11		145		142,100
				321,606
TRANSPORTATION— SERVICES–0.9%
Avis Budget Car Rental 7.75%, 5/15/16		145		147,900
Hertz Corp. 8.875%, 1/01/14		105		109,463
10.50%, 1/01/16		100		110,500
				367,863
				26,869,014
UTILITY–12.9%
ELECTRIC–10.1%
The AES Corp. 7.75%, 3/01/14		300		300,750
8.75%, 5/15/13(a)		55		58,025

	Principal Amount (000)		U.S. $ Value
Allegheny Energy Supply 7.80%, 3/15/11	$	140	$	145,250
8.25%, 4/15/12(a)		250		266,250
CMS Energy Corp. 8.50%, 4/15/11		105		111,680
Dynegy Holdings, Inc. 7.75%, 6/01/19(a)		105		97,650
8.375%, 5/01/16		285		278,588
Dynegy-Roseton Danskammer Series B 7.67%, 11/08/16		195		201,825
Edison Mission Energy 7.00%, 5/15/17(a)		255		240,338
7.50%, 6/15/13		250		247,500
7.75%, 6/15/16		80		79,600
Mirant Americas Generation LLC 8.50%, 10/01/21		275		287,375
NRG Energy, Inc. 7.25%, 2/01/14		45		45,112
7.375%, 2/01/16-1/15/17		505		506,637
Reliant Energy, Inc. 7.625%, 6/15/14		120		117,000
7.875%, 6/15/17		155		150,737
Sierra Pacific Power Co. Series M 6.00%, 5/15/16		85		83,365
Sierra Pacific Resources 8.625%, 3/15/14		130		139,531
TECO Energy, Inc. 7.00%, 5/01/12		180		186,007
TXU Corp. 5.55%, 11/15/14		235		199,498
Series Q 6.50%, 11/15/24		234		193,485
				3,936,203
NATURAL GAS–2.8%
El Paso Corp. 7.375%, 12/15/12		145		149,177
Enterprise Products Operating LP 8.375%, 8/01/66(h)		305		325,512
Regency Energy Partners 8.375%, 12/15/13(a)		75		77,250
Williams Cos, Inc. 7.625%, 7/15/19		257		271,135
7.875%, 9/01/21		255		274,125
				1,097,199
				5,033,402
NON CORPORATE SECTORS–5.2%
Derivatives—RACERS–5.2%
Racers SER 06-6 5.296%, 7/01/08(a)(b)		1,950		2,041,028
FINANCIAL INSTITUTIONS–1.5%
BROKERAGE–1.1%
E*Trade Financial Corp. 7.375%, 9/15/13		95		96,425
7.875%, 12/01/15		324		337,365
				433,790

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
INSURANCE–0.4%
Crum & Forster Holdings Corp. 7.75%, 5/01/17(a)	$	95	$	92,863
Liberty Mutual Group, Inc. 7.80%, 3/15/37(a)		80		75,322
				168,185
				601,975
Total Corporates— Non-Investment Grades (cost $35,045,570)				34,545,419
CORPORATES— INVESTMENT GRADES–3.8%
INDUSTRIAL–3.4%
COMMUNICATIONS— TELECOMMUNICATIONS–1.7%
Mobifon Holdings BV 12.50%, 7/31/10		220		234,850
Qwest Corp. 6.875%, 9/15/33		240		225,000
8.875%, 3/15/12		165		177,787
				637,637
CONSUMER NON-CYCLICAL–1.7%
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		105		100,871
Reynolds American, Inc. 7.25%, 6/01/12-6/01/13		365		378,598
7.625%, 6/01/16		185		195,876
				675,345
				1,312,982
FINANCIAL INSTITUTIONS–0.4%
FINANCE–0.4%
SLM Corp. 4.50%, 7/26/10		90		83,215
5.125%, 8/27/12		90		79,668
				162,883
Total Corporates— Investment Grades (cost $1,425,780)				1,475,865

	Principal Amount (000)		U.S. $ Value
EMERGING MARKETS— NON-INVESTMENT GRADES–0.4%
INDUSTRIAL–0.4%
CONSUMER CYCLICAL—OTHER–0.4%
Royal Caribbean Cruises Ltd. 8.75%, 2/02/11 (cost $132,836)	$	140	$	151,247
	Shares
PREFERRED STOCKS–0.3%
FINANCIAL INSTITUTIONS–0.3%
REITS–0.3%
Sovereign REIT 12.00%(a) (cost $87,659)		93		133,455
WARRANTS–0.0%
Pliant Corp., expiring 6/01/10(d)(e)(i) (cost $1,820)		50		1
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.5%
TIME DEPOSIT–2.5%
The Bank of New York 4.25%, 7/02/07 (cost $977,000)	$	977		977,000
TOTAL INVESTMENTS–95.2% (cost $37,670,665)				37,282,987
Other assets less liabilities–4.8%				1,886,177
NET ASSETS–100.0%			$	39,169,164

7

HIGH YIELD PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2007, the aggregate market value of these securities amounted to $7,148,128 or 18.2% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(c) Indicates a security that has a zero coupon that remains in effect until a predetermined date at which time the stated coupon rate becomes effective until final maturity.

(d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.01% of net assets as of June 30, 2007, are considered illiquid and restricted.

Restricted Securities	Acquisition Date	Acquisition Cost		Market Value		Percentage of Net Assets
Russell-Stanley Holdings, Inc. 9.00%, 11/30/08	11/09/01-6/06/05	$	463,798	$	4,566	0.01	%
Pliant Corp.—Warrants expiring 6/01/10	12/01/00		1,820		0	0.00

(e) Illiquid security, valued at fair value. (See note A)

(f) Security is in default and is non-income producing.

(g) Pay-In-Kind Payments (PIK).

(h) Variable rate coupon, rate shown as of June 30, 2007.

(i) Non-income producing security.

See Notes to Financial Statements.

8

HIGH YIELD PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $37,670,665)	$	37,282,987
Cash		76
Receivable for investment securities sold		1,428,802
Interest receivable		723,644
Receivable for capital stock sold		103,550
Total assets		39,539,059
LIABILITIES
Payable for investment securities purchased		268,969
Custodian fee payable		22,419
Administrative fee payable		19,260
Audit fee payable		19,121
Advisory fee payable		16,776
Distribution fee payable		2,209
Transfer Agent fee payable		59
Payable for capital stock redeemed		4
Accrued expenses		21,078
Total liabilities		369,895
NET ASSETS	$	39,169,164
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,607
Additional paid-in capital		53,086,127
Undistributed net investment income		1,344,318
Accumulated net realized loss on investment and foreign currency transactions		(14,879,210	)
Net unrealized depreciation of investments		(387,678	)
	$	39,169,164

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	28,933,790	4,140,394	$	6.99
B	$	10,235,374	1,466,329	$	6.98

See Notes to Financial Statements.

9

HIGH YIELD PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,603,038
Dividends		18,300
Total investment income		1,621,338
EXPENSES
Advisory fee		102,451
Distribution fee—Class B		13,386
Transfer agency—Class A		900
Transfer agency—Class B		318
Custodian		65,853
Administrative		47,000
Audit		19,121
Printing		8,947
Legal		5,832
Directors’ fees		789
Miscellaneous		1,896
Total expenses		266,493
Net investment income		1,354,845
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		601,158
Foreign currency transactions		(3	)
Net change in unrealized appreciation/depreciation of:
Investments		(1,039,493	)
Foreign currency denominated assets and liabilities		2
Net loss on investment and foreign currency transactions		(438,336	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	916,509

See Notes to Financial Statements.

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HIGH YIELD PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,354,845		$	3,005,496
Net realized gain on investment and foreign currency transactions		601,155			62,081
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,039,491	)		629,809
Net increase in net assets from operations		916,509			3,697,386
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,229,347	)		(2,871,248	)
Class B		(775,329	)		(898,607	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(1,266,532	)		(3,457,134	)
Total decrease		(3,354,699	)		(3,529,603	)
NET ASSETS
Beginning of period		42,523,863			46,053,466
End of period (including undistributed net investment income of $1,344,318 and $2,994,149, respectively)	$	39,169,164		$	42,523,863

See Notes to Financial Statements.

11

HIGH YIELD PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein High Yield Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek to earn the highest level of current income without assuming undue risk by investing principally in high-yielding, fixed-income securities rated Baa or lower by Moody’s or BBB or lower by S&P or Fitch or, if unrated, of comparable quantity as determined by the Adviser. 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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

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AllianceBernstein Variable Products Series Fund

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the trade date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .50% 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. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .75% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

13

HIGH YIELD PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	11,326,295		$	15,519,339
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	$	748,319
Gross unrealized depreciation		(1,135,997	)
Net unrealized depreciation	$	(387,678	)

1. Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward currency exchange contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.

Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Portfolio.

The Portfolio’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolio’s commitments under forward currency exchange contracts entered into with respect to position hedges.

Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Portfolio has in that particular currency contract.

2. Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign government securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets.

14

AllianceBernstein Variable Products Series Fund

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio’s selling or buying a security or currency at a price different from the current market value.

For the six months ended June 30, 2007, the Portfolio had no transactions in written options.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	118,627		349,149		$	877,562		$	2,548,855
Shares issued in reinvestment of dividends	313,551		415,521			2,229,347			2,871,248
Shares redeemed	(575,350	)	(1,189,723	)		(4,335,372	)		(8,617,635	)
Net decrease	(143,172	)	(425,053	)	$	(1,228,463	)	$	(3,197,532	)
Class B
Shares sold	26,743		238,934		$	201,139		$	1,751,148
Shares issued in reinvestment of dividends	109,201		130,233			775,329			898,607
Shares redeemed	(135,600	)	(399,441	)		(1,014,537	)		(2,909,357	)
Net increase (decrease)	344		(30,274	)	$	(38,069	)	$	(259,602	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

15

HIGH YIELD PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	3,769,855	$	4,142,420
Total taxable distributions		3,769,855		4,142,420
Total distributions paid	$	3,769,855	$	4,142,420

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,994,149
Accumulated capital and other losses		(15,467,665	)(a)
Unrealized appreciation/(depreciation)		639,113	(b)
Total accumulated earnings/(deficit)	$	(11,834,403	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $15,461,228 of which $2,200,265 expires in the year 2007, $5,774,960 expires in the year 2008, $2,890,265 expires in the year 2009, $4,208,388 expires in the year 2010, $125,778 expires in the year 2013, and $261,572 expires in the year 2014. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Based on certain provisions in the Internal Revenue Code, various limitations regarding the future utilization of these carryforwards, brought forward as a result of the Portfolio’s merger with Brinson Series Trust High Income Portfolio, may apply. During the current fiscal year, the Portfolio utilized no capital loss carryforwards. For the year ended December 31, 2006, the Portfolio deferred to January 1, 2007 post-October loss of $6,437.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

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AllianceBernstein Variable Products Series Fund

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

17

HIGH YIELD PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies

18

AllianceBernstein Variable Products Series Fund

could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

19

HIGH YIELD 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$7.40		$7.43		$7.97		$7.91		$6.83		$7.51
Income From Investment Operations
Net investment income (a)	.25		.51		.58		.60	(b)	.55		.54	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.08	)	.12		(.45	)	(.01	)	.95		(.76	)
Net increase (decrease) in net asset value from operations	.17		.63		.13		.59		1.50		(.22	)
Less: Dividends
Dividends from net investment income	(.58	)	(.66	)	(.67	)	(.53	)	(.42	)	(.46	)
Net asset value, end of period	$6.99		$7.40		$7.43		$7.97		$7.91		$6.83
Total Return
Total investment return based on net asset value (c)	2.20	%	9.05	%	1.78	%	7.98	%	22.44	%	(3.03	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$28,934		$31,701		$34,968		$42,842		$48,076		$34,765
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.24	%(d)	1.20	%(e)	1.09	%	1.04	%	1.46	%	1.18	%
Expenses, before waivers and reimbursements	1.24	%(d)	1.20	%(e)	1.09	%	1.21	%	1.46	%	1.45	%
Net investment income	6.68	%(d)	6.98	%(e)	7.58	%	7.74	%(b)	7.48	%	7.78	%(b)
Portfolio turnover rate	29	%	57	%	54	%	80	%	105	%	83	%

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, 2007 (unaudited)		Year Ended December 31,								July 22, 2002(f) to December 31, 2002
			2006		2005		2004		2003
Net asset value, beginning of period	$7.38		$7.41		$7.95		$7.91		$6.84		$6.45
Income From Investment Operations
Net investment income (a)	.24		.49		.56		.58	(b)	.52		.15	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.08	)	.12		(.45	)	(.02	)	.97		.24
Net increase in net asset value from operations	.16		.61		.11		.56		1.49		.39
Less: Dividends
Dividends from net investment income	(.56	)	(.64	)	(.65	)	(.52	)	(.42	)	–0	–
Net asset value, end of period	$6.98		$7.38		$7.41		$7.95		$7.91		$6.84
Total Return
Total investment return based on net asset value (c)	2.08	%	8.76	%	1.54	%	7.62	%	22.24	%	6.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$10,235		$10,823		$11,085		$12,558		$7,962		$366
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.49	%(d)	1.45	%(e)	1.34	%	1.30	%	1.70	%	1.42	%(d)
Expenses, before waivers and reimbursements	1.49	%(d)	1.45	%(e)	1.34	%	1.47	%	1.70	%	1.63	%(d)
Net investment income	6.43	%(d)	6.72	%(e)	7.33	%	7.51	%(b)	7.19	%	8.39	%(b)(d)
Portfolio turnover rate	29	%	57	%	54	%	80	%	105	%	83	%

(a) Based on average shares outstanding.

(b) Net of expenses waived or reimbursed by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Commencement of distribution.

21

HIGH YIELD 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 Product Series Fund (the “Fund”) in respect of AllianceBernstein High Yield Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
High Income	$	41.9	50 bp on1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	High Yield 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 most recently completed fiscal year, the Adviser received $75,250 (0.15% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio			Fiscal Year
High Yield Portfolio	Class A	1.09	%	December 31
	Class B	1.34	%

1 It should be noted that the information in the fee summary was completed on October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

22

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2006 net assets.

Portfolio	Net Assets 09/30/06 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
High Yield Portfolio	$	41.9	High Yield Schedule	0.567	%	0.500	%
			65 bp on 1st $20 million
			50 bp on next $20 million
			40 bp on next $20 million
			35 bp on the balance
			Minimum Account Size: $20 m

The Adviser manages AllianceBernstein High Yield Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein High Yield Fund, Inc.⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
High Yield Portfolio6	High Yield Fund, Inc.	0.50% on first $2.5 billion
		0.45% on next $2.5 billion
		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

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule, although it should be noted that there were no such institutional accounts that are similar in investment style as the Portfolio, which opened in the last year. Discounts that are negotiated vary based upon each client relationship.

5 AllianceBernstein High Yield Fund, Inc. was also affected by the settlement between the Adviser and the NYAG. As a result, the fund’s advisory fee schedule is identical to that of the Portfolio.

6 The fund is a clone of the Portfolio.

23

HIGH YIELD PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

for Global High Yield and U.S. High Yield, which are Luxembourg funds that have a somewhat similar investment style as the Portfolio:

Fund	Fee7
Global High Yield
Class A	1.70	%
Class I (Institutional)	1.15	%
U.S. High Yield
Class A	1.55	%
Class I (Institutional)	0.75	%

The Alliance Capital Investment Trust Management mutual funds (“ACITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ACITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ACITM Mutual Fund	Fee
High Yield Portfolio	High Yield Open Fund	1.00	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁸

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes.⁹ An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Expense Group Median	Rank
High Yield Portfolio	0.500	0.670	3/15

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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective as the subject Portfolio.¹¹

7 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

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 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the Lipper EU allows for the same adviser to be represented by more than just one fund.

24

AllianceBernstein Variable Products Series Fund

Portfolio	Expense Ratio (%)12	Lipper Expense Group Median (%)	Rank	Lipper Expense Universe Median (%)	Rank
High Yield Portfolio	1.095	0.884	14/15	0.759	48/49

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.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. During the fiscal year ended December 31, 2005, ABI received $29,535 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $58,282 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, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹³ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser.¹⁴ ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁵

12 Most recently completed fiscal year Class A share total expense ratio.

13 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

14 It should be noted that the insurance companies to which the variable products are linked to provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

15 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

25

HIGH YIELD PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject, had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $659 billion as of September 30, 2006, 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 and 5 year performance returns and rankings of the Portfolio¹⁶ relative to the Portfolio’s Lipper Performance Group (“PG”)¹⁷ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.¹⁸

High Yield Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	2.34	4.33	4.53	14/15	51/52
3 year	6.27	6.98	7.60	13/14	45/47
5 year	5.98	6.96	7.63	11/13	39/45

Set forth below are the 1, 3, and 5 year and since inception performance returns of the Portfolio (in bold) versus its benchmark:¹⁹

	Periods Ending June 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	Since Inception
High Yield Portfolio	2.34	6.27	5.98	2.62
Lehman Brothers U.S. High Yield—2% Issuer Cap Index	4.37	8.41	8.79	5.49

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 arms-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: December 1, 2006

16 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

17 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU. Outliers and funds with negative management fees are excluded from EUs but not necessarily from PUs.

18 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

19 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein U.S. Government/
High Grade Securities Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenes 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 expenes 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.

U.S. Government/High Grade Securities Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,009.34	$	3.84	0.77	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.98	$	3.86	0.77	%
Class B
Actual	$	1,000	$	1,008.33	$	5.08	1.02	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.74	$	5.11	1.02	%

* 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

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Mortgage Pass-Throughs	$	38,410,941	40.0	%
Corporate-Investment Grade		16,290,252	17.0
Commercial Mortgage-Backed Securities		12,685,463	13.2
U.S. Treasuries		6,790,387	7.1
Asset-Backed Securities		5,298,331	5.5
Government Related		4,248,610	4.4
Mortgage CMO’s		2,301,709	2.4
Corporate-Non-Investment Grade		150,097	0.1
Short-Term Investments		9,899,330	10.3
Total Investments	$	96,075,120	100.0	%

2

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
MORTGAGE PASS- THRU’S–42.8%
FIXED RATE 30-YEAR–31.4%
Federal Gold Loan Mortgage Corp.
6.00%, TBA	$	2,325	$	2,301,025
Series 2005
4.50%, 8/01/35–10/01/35		1,375		1,251,664
Series 2007
7.00%, 2/01/37		1,176		1,206,565
Federal National Mortgage Association
4.50%, TBA		460		418,169
6.00%, TBA		955		943,958
6.50%, TBA		3,100		3,129,062
Series 2003
5.50%, 4/01/33–7/01/33		3,694		3,578,809
Series 2004
5.50%, 4/01/34–11/01/34		1,186		1,148,732
Series 2005
5.50%, 2/01/35–7/01/35		2,815		2,725,633
Series 2006
5.00%, 2/01/36		2,487		2,336,503
5.50%, 1/01/36–5/01/36		5,443		5,263,148
6.50%, 8/01/36–11/01/36		2,799		2,826,510
Series 2007
5.50%, 5/01/36		1,131		1,093,462
				28,223,240
FIXED RATE 15-YEAR–4.6%
Federal Gold Loan Mortgage Corp.
Series 2006
5.00%, 4/01/21		1,032		997,303
Federal National Mortgage Association
Series 2005
5.00%, 4/01/19		1,749		1,696,392
Series 2006
5.00%, 4/01/21		1,443		1,394,811
				4,088,506
NON-AGENCY ARMS–3.4%
Banc of America Funding Corp.
Series 2007-C, Class 1A3
5.763%, 5/20/47(a)		430		424,439
Bear Stearns Alt-A Trust
Series 2006-3, Class 22A1
6.219%, 5/25/36(b)		193		193,236
Series 2007-1, Class 21A1
5.74%, 1/25/47(b)		275		274,174
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
5.107%, 5/25/35(b)		491		481,101
Series 2006-AR1, Class 3A1
5.50%, 3/25/36(a)		591		593,196

Company	Principal Amount (000)		U.S. $ Value
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
6.237%, 5/25/36(b)	$	253	$	253,599
JPMorgan Alternative Loan Trust
Series 2006-A3, Class 2A1
6.067%, 7/25/36(b)		517		516,859
Residential Funding Mortgage Securities, Inc.
Series 2005-SA3, Class 3A
5.235%, 8/25/35(b)		323		317,841
				3,054,445
AGENCY ARMS–3.4%
Federal Home Loan Mortgage Corp.
Series 2007
6.05%, 4/01/37(a)		462		462,948
Federal National Mortgage Association
Series 2005
4.182%, 9/01/35(a)		369		371,551
Series 2006
5.802%, 3/01/36(a)		486		488,061
5.862%, 11/01/36(a)		726		734,611
Series 2007
5.776%, 1/01/37(a)		520		521,448
6.056%, 2/01/37(a)		463		466,131
				3,044,750
Total Mortgage Pass-Thru’s (cost $39,035,314)				38,410,941
CORPORATES–INVESTMENT GRADES–18.1%
INDUSTRIAL–10.2%
BASIC–0.6%
The Dow Chemical Co.
7.375%, 11/01/29		20		21,647
International Paper Co.
5.30%, 4/01/15		190		179,423
Lubrizol Corp.
4.625%, 10/01/09		120		117,646
Westvaco Corp.
8.20%, 1/15/30		50		52,900
Weyerhaeuser Co.
5.95%, 11/01/08		175		176,285
				547,901
CAPITAL GOODS–1.1%
Hutchison Whampoa International, Ltd.
7.45%, 11/24/33(c)		185		204,189
Textron Financial Corp.
4.125%, 3/03/08		315		312,448
Textron, Inc.
6.375%, 11/15/08		125		126,810

3

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Tyco International Group, SA
6.00%, 11/15/13	$	155	$	159,159
Waste Management, Inc.
6.875%, 5/15/09		205		209,659
				1,012,265
COMMUNICATIONS– MEDIA – 1.7%
British Sky Broadcasting Group PLC
6.875%, 2/23/09		100		102,048
BSKYB Finance UK PLC
5.625%, 10/15/15(c)		170		163,886
Comcast Cable Communications Holdings, Inc.
9.455%, 11/15/22		125		158,644
Comcast Cable Communications LLC
6.875%, 6/15/09		250		255,969
Comcast Corp.
5.30%, 1/15/14		155		149,410
5.50%, 3/15/11		185		184,069
News America, Inc.
6.55%, 3/15/33		100		97,528
RR Donnelley & Sons Co.
4.95%, 4/01/14		65		59,382
Time Warner Entertainment Co.
8.375%, 3/15/23		235		269,765
WPP Finance Corp.
5.875%, 6/15/14		120		119,034
				1,559,735
COMMUNICATIONS– TELECOMMUNICATIONS–3.1%
AT&T Corp.
8.00%, 11/15/31		20		23,772
British Telecommunications PLC
8.625%, 12/15/10		310		338,758
Embarq Corp.
6.738%, 6/01/13		20		20,381
7.082%, 6/01/16		355		356,989
New Cingular Wireless Services, Inc.
7.875%, 3/01/11		180		193,532
8.75%, 3/01/31		105		130,895
Pacific Bell
6.625%, 10/15/34		280		277,971
Sprint Capital Corp.
8.375%, 3/15/12		365		397,628
Telecom Italia Capital SA
4.00%, 11/15/08–1/15/10		500		482,753
6.375%, 11/15/33		40		37,678
Verizon Communications, Inc.
4.90%, 9/15/15		115		107,642
Verizon New Jersey, Inc.
Series A
5.875%, 1/17/12		170		170,632

Company	Principal Amount (000)		U.S. $ Value
Vodafone Group PLC
5.50%, 6/15/11	$	200	$	198,389
				2,737,020
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
DaimlerChrysler North America
4.875%, 6/15/10		110		107,904
CONSUMER CYCLICAL–OTHER –0.5%
Starwood Hotels & Resorts Worldwide, Inc.
7.375%, 11/15/15		179		177,114
7.875%, 5/01/12		187		194,732
Toll Brothers Finance Corp.
6.875%, 11/15/12		95		96,828
				468,674
CONSUMER NON- CYCLICAL –2.0%
Altria Group, Inc.
7.75%, 1/15/27		155		181,274
Cadbury Schweppes US Finance LLC
5.125%, 10/01/13(c)		245		235,364
ConAgra Foods, Inc.
7.875%, 9/15/10		102		108,807
Fisher Scientific International, Inc.
6.125%, 7/01/15		230		225,839
6.75%, 8/15/14		45		45,156
Kraft Foods, Inc.
4.125%, 11/12/09		415		402,033
5.25%, 10/01/13		220		211,546
The Kroger Co.
6.80%, 12/15/18		75		76,007
Safeway, Inc.
4.125%, 11/01/08		73		71,868
4.80%, 7/16/07		85		84,954
Wyeth
5.50%, 2/01/14		141		138,968
				1,781,816
ENERGY–0.4%
Amerada Hess Corp.
7.875%, 10/01/29		165		185,984
Valero Energy Corp.
6.875%, 4/15/12		180		188,501
				374,485
TECHNOLOGY–0.7%
Electronic Data Systems Corp.
7.45%, 10/15/29		90		91,660
Series B
6.50%, 8/01/13		281		277,727
IBM Corp.
4.375%, 6/01/09		90		88,588
Motorola, Inc.
6.50%, 9/01/25		125		119,567
7.50%, 5/15/25		25		26,305

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
7.625%, 11/15/10	$	22	$	23,187
				627,034
				9,216,834
FINANCIAL INSTITUTIONS–6.0%
BANKING–3.0%
Barclays Bank PLC
8.55%, 6/15/11(b)(c)		365		401,954
Huntington National Bank
4.375%, 1/15/10		250		243,505
JPMorgan Chase & Co.
6.75%, 2/01/11		285		296,103
MUFG Capital Finance 1 Ltd.
6.346%, 7/25/16(b)		105		103,170
RBS Capital Trust III
5.512%, 9/29/49(b)		335		321,972
Resona Preferred Global Securities
7.191%, 7/30/15(b)(c)		135		138,039
UBS Preferred Funding Trust I
8.622%, 10/01/10(b)		180		195,634
UFJ Finance Aruba AEC
6.75%, 7/15/13		240		253,415
Wachovia Capital Trust III
5.80%, 3/15/11(b)		180		179,216
Washington Mutual, Inc.
4.00%, 1/15/09		310		303,283
Wells Fargo & Co.
4.20%, 1/15/10		195		190,062
Zions Bancorporation
5.50%, 11/16/15		105		100,917
				2,727,270
BROKERAGE–0.2%
Goldman Sachs Group, Inc.
4.75%, 7/15/13		125		118,315
5.125%, 1/15/15		105		99,775
				218,090
FINANCE–1.3%
American General Finance Corp.
4.625%, 5/15/09		340		335,306
Capital One Bank
6.50%, 6/13/13		140		143,786
Countrywide Home Loans, Inc.
4.00%, 3/22/11		105		98,421
4.25%, 12/19/07		265		263,433
General Electric Capital Corp.
4.375%, 11/21/11		35		33,465
6.75%, 3/15/32		20		21,699
HSBC Finance Inc.
7.00%, 5/15/12		115		121,081
iStar Financial, Inc.
5.15%, 3/01/12		125		120,287
				1,137,478

Company	Principal Amount (000)		U.S. $ Value
INSURANCE–1.3%
Assurant, Inc.
5.625%, 2/15/14	$	70	$	68,506
Humana, Inc.
6.30%, 8/01/18		215		212,463
Liberty Mutual Group, Inc.
5.75%, 3/15/14(c)		145		140,279
Marsh & McLennan Cos, Inc.
5.75%, 9/15/15		430		406,322
WellPoint, Inc.
4.25%, 12/15/09		320		309,970
				1,137,540
REITS–0.2%
Simon Property Group LP
6.375%, 11/15/07		145		145,406
				5,365,784
UTILITY–1.9%
ELECTRIC–1.7%
Carolina Power & Light Co.
6.50%, 7/15/12		215		222,897
Consumers Energy Co.
Series C
4.25%, 4/15/08		130		128,683
Exelon Corp.
6.75%, 5/01/11		95		97,962
FirstEnergy Corp.
Series B
6.45%, 11/15/11		95		97,414
Series C
7.375%, 11/15/31		105		113,668
MidAmerican Energy Holdings Co.
5.875%, 10/01/12		135		136,165
Nisource Finance Corp.
7.875%, 11/15/10		110		117,126
Pacific Gas & Electric Co.
4.80%, 3/01/14		215		203,195
Progress Energy, Inc.
7.10%, 3/01/11		73		76,494
Public Service Company of Colorado
7.875%, 10/01/12		100		109,718
SPI Electricity & Gas Australia Holdings Pty Ltd.
6.15%, 11/15/13(c)		235		237,623
				1,540,945
NATURAL GAS–0.2%
Duke Energy Field Services Corp.
7.875%, 8/16/10		70		74,337
Enterprise Products Operating L.P.
Series B
5.60%, 10/15/14		95		92,352
				166,689
				1,707,634
Total Corporates–Investment Grades (cost $16,328,675)				16,290,252

5

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES–14.1%
NON-AGENCY FIXED RATE CMBS–14.0%
Banc of America Commercial Mortgage, Inc.
Series 2001-PB1, Class A2
5.787%, 5/11/35	$	333	$	333,999
Series 2004-4, Class A3
4.128%, 7/10/42		410		398,519
Series 2004-6, Class A2
4.161%, 12/10/42		525		509,185
Series 2005-6, Class A4
5.353%, 9/10/47 (b)		680		653,680
Bear Stearns Commercial Mortgage Securities, Inc.
Series 2005-PWR7, Class A3
5.116%, 2/11/41		505		484,514
Series 2005-T18, Class A4
4.933%, 2/13/42		530		500,531
Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-CK2, Class A2
3.861%, 3/15/36		360		353,560
Series 2005-C1, Class A4
5.014%, 2/15/38(b)		450		426,678
GE Capital Commercial Mortgage Corp.
Series 2005-C3, Class A3FX
4.863%, 7/10/45		455		445,596
Greenwich Capital Commercial Funding Corp.
Series 2003-C1, Class A4
4.111%, 7/05/35		450		415,732
Series 2005-GG3, Class A2
4.305%, 8/10/42		530		516,315
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38(b)		300		293,459
JPMorgan Chase Commercial Mortgage Securities Corp.
Series 2004-C1, Class A2
4.302%, 1/15/38		95		90,580
Series 2005-LDP1, Class A4
5.038%, 3/15/46(b)		550		524,271
Series 2005-LDP3, Class A2
4.851%, 8/15/42		405		395,764
Series 2005-LDP4, Class A2
4.79%, 10/15/42		465		453,822
Series 2005-LDP5, Class A2
5.198%, 12/15/44		360		354,627
Series 2006-CB14, Class A4
5.481%, 12/12/44		195		190,224
Series 2006-CB15, Class A4
5.814%, 6/12/43		290		288,074

Company	Principal Amount (000)		U.S. $ Value
LB-UBS Commercial Mortgage Trust
Series 2003-C3, Class A4
4.166%, 5/15/32	$	430	$	397,451
Series 2004-C4, Class A4
5.132%, 6/15/29(b)		830		816,423
Series 2004-C8, Class A2
4.201%, 12/15/29		420		407,224
Series 2005–C1, Class A4
4.742%, 2/15/30		365		341,620
Series 2005–C7, Class A4
5.197%, 11/15/30		340		326,060
Series 2006–C1, Class A4
5.156%, 2/15/31		485		463,581
Series 2006–C6, Class A4
5.372%, 9/15/39		530		513,989
Merrill Lynch Mortgage Trust
Series 2005–CKI1, Class A6
5.417%, 11/12/37(b)		280		270,314
Series 2005–MKB2, Class A2
4.806%, 9/12/42		655		642,906
Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006–2, Class A4
6.105%, 6/12/46(b)		145		146,084
Morgan Stanley Capital I
Series 2005–T17, Class A5
4.78%, 12/13/41		655		615,679
				12,570,461
NON–AGENCY ADJUSTABLE RATE CMBS–0.1%
GS Mortgage Securities Corp. II
Series 2007–EOP, Class E
5.76%, 3/06/20(a)(c)		115		115,002
Total Commercial Mortgage-Backed Securities (cost $13,070,402)				12,685,463
ASSET–BACKED SECURITIES-5.9%
HOME EQUITY LOANS–FLOATING RATE –3.1%
Asset Backed Funding Certificates
Series 2003–WF1, Class A2
6.07%, 12/25/32(a)		136		136,159
Bear Stearns Asset Backed Securities, Inc.
Series 2005–SD1, Class 1A1
5.47%, 4/25/22(a)		42		41,872
GE–WMC Mortgage Securities LLC
Series 2005–2, Class A2B
5.49%, 12/25/35(a)		285		285,134
HFC Home Equity Loan Asset Backed Certificates
Series 2005–3, Class A1
5.58%, 1/20/35(a)		192		192,220

6

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Home Equity Asset Trust FRN
Series 2007–2, Class M1
5.75%, 7/25/37(a)	$	475	$	477,147
Indymac Residential Asset Backed Trust
Series 2006–D, Class 2A2
5.43%, 11/25/36(a)		490		489,387
Option One Mortgage Loan Trust
Series 2007–2, Class M1
5.68%, 3/25/37(a)		160		159,632
RAAC Series
Series 2006–SP3, Class A1
5.40%, 8/25/36(a)		140		139,857
Residential Asset Mortgage Products , Inc.
Series 2005–RZ1, Class A2
5.52%, 4/25/35(a)		264		263,532
Residential Asset Mortgage Products, Inc.
Series 2005–RS3, Class AIA2
5.49%, 3/25/35(a)		136		136,019
Saxon Asset Securities Trust
Series 2005–4, Class A2B
5.50%, 11/25/37(a)		234		234,477
Specialty Underwriting & Residential Finance
Series 2006–BC1, Class A2A
5.40%, 12/25/36(a)		119		118,542
Structured Asset Investment Loan Trust
Series 2006–1, Class A1
5.40%, 1/25/36(a)		63		63,215
				2,737,193
HOME EQUITY LOANS–FIXED RATE–1.8%
Citifinancial Mortgage Securities, Inc.
Series 2003–1, Class AFPT
3.36%, 1/25/33(d)		116		109,502
Countrywide Asset–Backed Certificates
Series 2007–S1, Class A3
5.81%, 2/25/37(b)		475		465,794
Credit–Based Asset Servicing & Securities, Inc.
Series 2003–CB1, Class AF
3.45%, 1/25/33(d)		252		241,376
Series 2005–CB7, Class AF2
5.147%, 11/25/35(d)		260		258,419
Home Equity Mortgage Trust
Series 2005–4, Class A3
4.742%, 1/25/36(d)		257		255,350
Series 2006–1, Class A2
5.30%, 5/25/36(d)		120		117,206

Company	Principal Amount (000)		U.S. $ Value
Residential Funding Mortgage Securities II, Inc.
Series 2005–HI2, Class A3
4.46%, 5/25/35	$	210	$	208,102
				1,655,749
AUTOS–FIXED RATE–0.5%
Capital Auto Receivables Asset Trust
Series 2005–SN1A, Class A3A
4.10%, 6/15/08		82		82,403
Capital One Prime Auto Receivables Trust
Series 2005–1, Class A3
4.32%, 8/15/09		365		363,627
				446,030
CREDIT CARDS–FIXED RATE –0.4%
Providian Gateway Master Trust
Series 2004–DA, Class A
3.35%, 9/15/11(c)		360		358,594
OTHER–FIXED RATE–0.1%
DB Master Finance, LLC
Series 2006–1, Class A2
5.779%, 6/20/31(c)		100		100,765
Total Asset–Backed Securities (cost $5,319,931)				5,298,331
U.S. TREASURIES–5.6%
U.S. Treasury Bonds
4.50%, 2/15/36		4,130		3,739,587
8.75%, 5/15/17		975		1,249,219
Total U.S. Treasuries (cost $5,069,306)				4,988,806
GOVERNMENT-RELATED–NON-U.S. ISSUER–4.7%
SOVEREIGNS–4.7%
United Mexican States
5.625%, 1/15/17		1,490		1,458,710
7.50%, 1/14/12		425		455,387
Russian Federation
7.5%, 3/31/30(c)(d)		1,721		1,889,182
Republic of South Africa
5.875%, 5/30/22		455		445,331
Total Government-Related–Non–U.S. Issuers (cost $4,088,810)				4,248,610
MORTGAGE CMO’S–2.6%
NON-AGENCY ADJUSTABLE RATE–1.4%
Countrywide Alternative Loan Trust
Series 2005-62, Class 2A1
6.029%, 12/25/35(a)		181		181,701

7

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series 2007-OA3, Class M1
5.63%, 4/25/47(a)	$	145	$	144,014
Washington Mutual, Inc.
Series 2005-AR2, Class 2A22
5.54%, 1/25/45(a)		31		30,711
Series 2007-OA1, Class A1A
5.729%, 2/25/47(a)		414		414,041
Series 2007-OA3, Class B1
5.77%, 4/25/47(a)		449		449,267
				1,219,734
NON-AGENCY FIXED RATE–1.1%
Morgan Stanley Mortgage Loan Trust
Series 2006-11, Class 1A2
6.354%, 8/25/36(b)		290		290,426
Residential Accredit Loans, Inc.
Series 2007-QS1, Class 1A1
6.00%, 1/25/37		324		324,942
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11, Class A4
5.519%, 8/25/36(b)		418		416,231
				1,031,599
AGENCY ADJUSTABLE RATE –0.1%
Fannie Mae Grantor Trust
Series 2004-T5, Class AB4
5.59%, 5/28/35(a)		50		50,376
Total Mortgage CMO’s (cost $2,301,673)				2,301,709
INFLATION-LINKED SECURITIES–2.0%
U.S. Treasury Notes
2.375%, 4/15/11 (TIPS) (cost $1,795,661)		1,822		1,801,581

Company	Principal Amount (000)		U.S. $ Value
CORPORATES–NON-INVESTMENT GRADES–0.2%
INDUSTRIAL –0.2%
BASIC –0.2%
Packaging Corp. of America
5.75%, 8/01/13 (cost $152,245)	$	155	$	150,097
SHORT-TERM INVESTMENTS -11.0%
AGENCY DISCOUNT NOTES–7.7%
Federal Home Loan Mortgage Corp.
Zero Coupon, 7/09/07		3,460		3,456,568
Federal National Mortgage Association
Zero Coupon, 7/27/07		3,455		3,442,762
				6,899,330
TIME DEPOSIT –3.3%
The Bank of New York
4.25%, 7/02/07		3,000		3,000,000
Total Short-Term Investments (cost $9,899,332)				9,899,330
TOTAL INVESTMENTS – 107.0%
(cost $97,061,349)				96,075,120
Other assets less liabilities–(7.0)%				(6,261,950	)
NET ASSETS–100.0%			$	89,813,170

8

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

INTEREST RATE SWAP TRANSACTIONS (see Note D)

Swap Counterparty	Notional Amount (000)		Termination Date	Rate Type			Unrealized Appreciation/ (Depreciation)
				Payments made by the Portfolio	Payments received by the Portfolio
Lehman Brothers	$	3,505	11/02/07	3 month LIBOR	4.814	%	$	(12,809)
Lehman Brothers		1,500	12/04/11	3 month LIBOR	4.850	%		(36,758)
Lehman Brothers		1,000	3/02/16	3 month LIBOR	5.063	%		(26,361)

(a) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

(b) Variable rate coupon, rate shown as of June 30, 2007.

(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, 2007, the aggregate market value of these securities amounted to $3,984,877 or 4.4% of net assets.

(d) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2007.

Glossary:

LIBOR — London Interbank Offered Rates

TBA—To Be Announced

TIPS— Treasury Inflation Protected Security

See Notes to Financial Statements.

9

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $97,061,349)	$	96,075,120
Cash		2,754
Receivable for investment securities sold		2,483,347
Interest receivable		671,366
Receivable for capital stock sold		548,047
Total assets		99,780,634
LIABILITIES
Unrealized depreciation of interest rate swap contracts		75,928
Payable for investment securities purchased		9,719,967
Advisory fee payable		34,221
Administrative fee payable		19,260
Payable for capital stock redeemed		5,075
Distribution fee payable		4,399
Transfer Agent fee payable		59
Accrued expenses		108,555
Total liabilities		9,967,464
NET ASSETS	$	89,813,170
COMPOSITION OF NET ASSETS
Capital stock, at par	$	7,933
Additional paid-in capital		89,692,059
Undistributed net investment income		2,058,352
Accumulated net realized loss on investment transactions		(883,017	)
Net unrealized depreciation of investments		(1,062,157	)
	$	89,813,170

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	68,645,470	6,052,746	$	11.34
B	$	21,167,700	1,880,740	$	11.25

See Notes to Financial Statements.

10

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	2,441,392
EXPENSES
Advisory fee		208,677
Distribution fee—Class B		26,915
Transfer agency—Class A		1,306
Transfer agency—Class B		394
Custodian		65,277
Administrative		47,000
Audit		19,122
Printing		11,470
Legal		4,090
Directors’ fees		751
Miscellaneous		730
Total expenses		385,732
Net investment income		2,055,660
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		46,121
Swap contracts		(16,645	)
Net change in unrealized appreciation/depreciation of:
Investments		(1,138,106	)
Swap contracts		(42,185	)
Net loss on investment transactions		(1,150,815	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	904,845

See Notes to Financial Statements.

11

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,055,660		$	4,179,465
Net realized gain (loss) on investment transactions		29,476			(488,396	)
Net change in unrealized appreciation/depreciation of investments		(1,180,291	)		(107,606	)
Net increase in net assets from operations		904,845			3,583,463
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,234,289	)		(3,081,304	)
Class B		(911,329	)		(907,122	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(940,741	)		(13,645,101	)
Total decrease		(4,181,514	)		(14,050,064	)
NET ASSETS
Beginning of period		93,994,684			108,044,748
End of period (including undistributed net investment income of $2,058,352 and $4,148,310, respectively)	$	89,813,170		$	93,994,684

See Notes to Financial Statements.

12

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein U.S. Government/High Grade Securities Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek high current income consistent with preservation 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 twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on The NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because, most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.

2. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar.

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AllianceBernstein Variable Products Series Fund

Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

3. Taxes

It is the policy of the Portfolio to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

5. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

6. Dividends and Distributions

The Portfolio declares and distributes dividends and distributions from net investment income and net realized gains, respectively, if any, at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid the Adviser an advisory fee at an annual rate of .60% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

14

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to the Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolios to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2007, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	7,389,955	$	9,994,919
U.S. government securities		19,469,178		19,371,576

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 swap contracts) are as follows:

Gross unrealized appreciation	$	469,120
Gross unrealized depreciation		(1,455,349	)
Net unrealized depreciation	$	(986,229	)

1. Swap Agreements

The Portfolio may enter into swaps to hedge its exposure to interest rates and credit risk or for investment purposes. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interest payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities.

In accordance with Financial Accounting Standards Board Statement No. 133, the Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/loss on swaps, in addition to realized gain/loss recorded upon the termination of swap contracts on the statement of operations. Fluctuations in the value of swap contracts are recorded as a compontent of net change in unrealized appreciation/depreciation of investments.

15

AllianceBernstein Variable Products Series Fund

2. 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, 2007, the Portfolio earned income of $3,721 from dollar rolls which is included in interest income in the accompanying statement of operations.

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, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	388,121		550,917		$	4,629,386		$	6,425,976
Shares issued in reinvestment of dividends	284,709		273,408			3,234,289			3,081,304
Shares redeemed	(704,589	)	(1,788,599	)		(8,339,913	)		(20,867,204	)
Net decrease	(31,759	)	(964,274	)	$	(476,238	)	$	(11,359,924	)
Class B
Shares sold	166,051		249,876		$	1,926,378		$	2,910,537
Shares issued in reinvestment of dividends	80,863		81,065			911,329			907,122
Shares redeemed	(280,036	)	(526,368	)		(3,302,210	)		(6,102,836	)
Net decrease	(33,122	)	(195,427	)	$	(464,503	)	$	(2,285,177	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $250 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2007.

16

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

The tax character of distribution to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006			2005
Distributions paid from:
Ordinary income	$	3,988,426		$	5,187,497
Net long-term capital gains		–0	–		1,607,841
Total taxable distributions		3,988,426			6,795,338
Total distributions paid	$	3,988,426		$	6,795,338

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,130,972
Accumulated capital and other losses		(906,806	)(a)
Unrealized appreciation/(depreciation)		129,785	(b)
Total accumulated earnings/(deficit)	$	3,353,951

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $904,187, all of which expires in the year 2013. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. For the year ended December 31, 2006, the Portfolio deferred to January 1, 2007, post October long term capital losses of $2,619.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the recognition for tax purposes of gains/losses on certain derivative instruments.

NOTE I: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

17

AllianceBernstein Variable Products Series Fund

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA

18

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

19

U.S. GOVERNMENT/HIGH GRADE SECURITIES 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$11.78		$11.82		$12.28		$12.56		$12.54		$12.00
Income From Investment Operations
Net investment income (a)	.27		.50		.41		.32	(b)	.26		.42
Net realized and unrealized gain (loss) on investment transactions	(.16	)	(.06	)	(.17	)	.12		.23		.49
Net increase in net asset value from operations	.11		.44		.24		.44		.49		.91
Less: Dividends and Distributions
Dividends from net investment income	(.55	)	(.48	)	(.36	)	(.36	)	(.37	)	(.37	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.34	)	(.36	)	(.10	)	–0	–
Total dividends and distributions	(.55	)	(.48	)	(.70	)	(.72	)	(.47	)	(.37	)
Net asset value, end of period	$11.34		$11.78		$11.82		$12.28		$12.56		$12.54
Total Return
Total investment return based on net asset value (c)	.93	%	3.93	%	1.98	%	3.77	%	3.88	%	7.79	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$68,645		$71,655		$83,329		$102,543		$129,194		$164,265
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	.77	%(d)	.77	%(e)	.71	%	.68	%	.77	%	.82	%
Expenses, before waivers and reimbursements	.77	%(d)	.77	%(e)	.71	%	.78	%	.77	%	.82	%
Net investment income	4.49	%(d)	4.25	%(e)	3.37	%	2.46	%(b)	2.10	%	3.49	%
Portfolio turnover rate	30	%	327	%	529	%	662	%	748	%	551	%

See footnote summary on page 21.

20

U.S. GOVERNMENT/HIGH GRADE SECURITIES 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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
Net asset value, beginning of period	$11.67		$11.72		$12.18		$12.47		$12.47		$11.94
Income From Investment Operations
Net investment income (a)	.25		.46		.38		.28	(b)	.24		.39
Net realized and unrealized gain (loss) on investment transactions	(.15	)	(.06	)	(.17	)	.13		.21		.49
Net increase in net asset value from operations	.10		.40		.21		.41		.45		.88
Less: Dividends and Distributions
Dividends from net investment income	(.52	)	(.45	)	(.33	)	(.34	)	(.35	)	(.35	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.34	)	(.36	)	(.10	)	–0	–
Total dividends and distributions	(.52	)	(.45	)	(.67	)	(.70	)	(.45	)	(.35	)
Net asset value, end of period	$11.25		$11.67		$11.72		$12.18		$12.47		$12.47
Total Return
Total investment return based on net asset value (c)	.83	%	3.59	%	1.75	%	3.52	%	3.61	%	7.54	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$21,168		$22,340		$24,716		$25,744		$21,982		$10,602
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.02	%(d)	1.02	%(e)	.96	%	.93	%	1.03	%	1.07	%
Expenses, before waivers and reimbursements	1.02	%(d)	1.02	%(e)	.96	%	1.03	%	1.03	%	1.07	%
Net investment income	4.24	%(d)	4.01	%(e)	3.14	%	2.19	%(b)	1.89	%	3.25	%
Portfolio turnover rate	30	%	327	%	529	%	662	%	748	%	551	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

21

U.S. GOVERNMENT/HIGH GRADE SECURITIES 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 Product Series Fund (the “Fund”) in respect of AllianceBernstein U.S. Government/High Grade Securities Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$	96.9	45 bp on 1st $2.5 billion	U.S. Government/High Grade
			40 bp on next $2.5 billion	Securities Portfolio
			35 bp on the balance

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the most recently completed fiscal year, the Adviser received $75,250 (0.06% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio			Fiscal Year
U.S. Government/High Grade Securities Portfolio	Class A	0.71	%	December 31
	Class B	0.96	%

1 It should be noted that the information in the fee summary was completed on October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

22

U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2006 net assets.

Portfolio	Net Assets 09/30/06 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
U.S. Government/High Grade Securities Portfolio	$	96.9	U.S. Core High Grade Schedule 40 bp on 1st $20 million 25 bp on next $80 million 20 bp on next $100 million 15 bp on the balance Minimum Account Size: $20m	0.281	%	0.450	%

The Adviser manages AllianceBernstein Bond Fund, Inc.–U.S. Government Portfolio, a retail mutual fund, which has a similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein U.S. Government/High Grade Securities.⁵

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
U.S. Government/High Grade Securities Portfolio	AllianceBernstein Bond Fund, Inc.– U.S. Government Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% 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.

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule, although it should be noted that there were no such institutional accounts that are similar in investment style as the Portfolio, which opened in the last year. Discounts that are negotiated vary based upon each client relationship.

5 AllianceBernstein U.S. Government Portfolio/High Grade Securities was also affected by the settlement between the Adviser and the NYAG. As a result, the fund’s advisory fee schedule is identical to that of the Portfolio.

23

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. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁶

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes.⁷ An EG will typically consist of seven to twenty funds. However, because the Portfolio’s original EG had an insufficient number of peers, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that had a similar (but not the same) Lipper investment classification/objective.

Portfolio	Contractual Management Fee8	Lipper Expense Group Median	Rank
U.S. Government/High Grade Securities Portfolio9	0.450	0.500	2/12

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.¹⁰ A “normal” EU will include funds that have the same investment objective/classification as the subject fund.¹¹ Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EGs and EUs. The Portfolio’s total expense ratio rankings are also shown:

Portfolio	Expense Ratio (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
U.S. Government/High Grade Securities Portfolio13	0.707	0.661	11/12	0.612	30/36

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

6 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” means that the Portfolio has the lowest effective fee rate in the Lipper peer group.

7 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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 The Portfolio’s EG includes the Portfolio, six other A-rated Corporate Debt funds and five BBB-rated Corporate Debt funds.

10 The expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested that only the EGs be expanded.

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 Class A share total expense ratio.

13 The Portfolio’s EU includes all other A-rated Corporate Debt funds and BBB-rated Corporate Debt funds, excluding outliers.

24

U.S. GOVERNMENT/HIGH GRADE SECURITIES 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 profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2005, ABI received $64,906 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $152,981 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, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁴ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser.¹⁵ ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁶

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject, had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

14 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

15 It should be noted that the insurance companies to which the variable products are linked to provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

16 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

25

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 $659 billion as of September 30, 2006, 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 Portfolio¹⁷ relative to the Portfolio’s Lipper Performance Group (“PG”)¹⁸ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.¹⁹

U.S. Government / High Grade Securities Portfolio	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	-1.00	-0.85	-0.76	7/7	19/21
3 year	1.67	2.06	2.12	6/7	17/19
5 year	4.23	4.62	4.71	6/7	17/19
10 year	5.50	5.58	5.70	7/7	17/19

Set forth below are the 1, 3, 5, and 10 year and since inception performance returns of the Portfolio (in bold) versus its benchmark:²⁰

	Periods Ending June 30, 2006 Annualized Performance
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
U.S. Government/ High Grade Securities Portfolio	-1.00	1.67	4.23	5.50	5.35
Lehman Brothers Government Bond Index	-1.16	1.31	4.73	6.04	6.02

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 arms-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: December 1, 2006

17 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

18 The Portfolio’s PG and PU are not identical to the Portfolio’s EG and EU. Outliers and funds with negative management fees are excluded from EUs but not necessarily from PUs. In addition, the PG/PU only includes funds of the same Lipper investment classification/objective as the Portfolio, in contrast to the EG/EU, which may include funds of similar (but not the same) investment classification/objective.

19 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

20 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Money Market Portfolio

June 30, 2007

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

MONEY MARKET PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Money Market Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,021.88	$	4.86	0.97	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.98	$	4.86	0.97	%
Class B
Actual	$	1,000	$	1,020.62	$	6.11	1.22	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.74	$	6.11	1.22	%

* 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).

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MONEY MARKET PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Yield		Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–101.2%
COMMERCIAL PAPER–83.5%
ABN-Amro N Amer Fin, Inc. 8/06/07	5.23	%	$	900	$	895,424
Anglo Irish Bk Corp. PLC 7/18/07(a)	5.24	%		750		748,253
ASB Finance Ltd. London 9/10/07(a)	5.26	%		850		841,315
Bank of America 7/02/07	5.25	%		1,600		1,600,000
Bank of Ireland 7/13/07(a)	5.24	%		750		748,800
Banque Caisse Depargne Letat C 7/12/07	5.24	%		1,600		1,597,673
Barclays Bank PLC 8/15/07	5.24	%		1,900		1,887,843
BNP Paribas Finance 7/23/07	5.25	%		1,650		1,644,952
Caisse Centrale Jardin 9/04/07(a)	5.26	%		700		693,460
Calyon NY 7/06/07	5.23	%		1,500		1,499,128
Citigroup Global Markets 8/02/07	5.26	%		1,600		1,592,753
Credit Suisse New York 8/20/07	5.25	%		700		694,998
Dexia 9/06/07	5.23	%		900		891,371
DNB Nor Bank Asa 10/26/07	5.16	%		800		786,699
Fortis Funding LLC 7/05/07(a)	5.25	%		750		749,672
Fountain Square Funding 7/03/07(a)	5.23	%		2,000		1,999,709
General Electric Corp. 8/01/07	5.25	%		1,000		995,625
Goldman Sachs Group, Inc. 10/25/07	5.16	%		1,000		983,517
HBOS Treasury 10/11/07	5.18	%		1,900		1,872,388
HSBC Finance Corp. 7/19/07	5.24	%		1,550		1,546,165
ING (US) Funding LLC 8/23/07	5.22	%		900		893,214
MetLife, Inc. 9/17/07(a)	5.24	%		850		840,473
Newport Funding Corp. 8/10/07(a)	5.23	%		900		894,901
Northern Rock PLC 8/09/07(a)	5.24	%		750		745,856
Old Line Funding 7/24/07(a)	5.26	%		850		847,268
Park Avenue Receivables 7/17/07(a)	5.26	%		1,600		1,596,493

Company	Yield		Principal Amount (000)		U.S. $ Value
Prudential PLC 7/11/07(a)	5.24	%	$	2,000	$	1,997,380
Rabobank USA Finance Corp. 7/02/07	5.32	%		1,400		1,400,000
Royal Bk of Scotland PLC 7/25/07	5.25	%		1,500		1,494,974
Society Generale 9/13/07	5.25	%		850		840,951
Swedbank 8/03/07	5.22	%		750		746,520
Toronto Dominion Hld USA 8/08/07(a)	5.25	%		850		845,418
Toyota Motor Credit Corp. 7/20/07	5.25	%		1,500		1,496,062
Unicred Ital Bk Ireland 8/07/07(a)	5.23	%		750		746,077
Westpac Banking Corp. 8/21/07(a)	5.31	%		750		744,542
						40,399,874
CERTIFICATE OF DEPOSIT–9.8%
Branch Banking & Trust 8/13/07	5.34	%		800		800,004
Depfa Bank PLC 8/24/07(a)	5.30	%		900		900,000
Lloyds Bank Yankee 7/10/07	5.27	%		1,550		1,550,000
Norinchukin Bank 7/09/07	5.32	%		800		800,000
Regions Bank 8/17/07	5.28	%		700		700,000
						4,750,004
CORPORATE DEBT OBLIGATIONS–7.7%
K2 USA LLC 1/22/08(a)(b)	5.30	%		700		699,998
Series MTn 5/01/08(a)(b)	5.31	%		1,000		1,000,000
Sigma Finance, Inc. 4/30/08(a)(b)	5.30	%		1,000		1,000,000
World Savings Bank FSB 5/08/08(b)	5.32	%		1,000		1,000,246
						3,700,244
TIME DEPOSIT–0.2%
The Bank of New York 7/02/07	4.25	%		120		120,000
TOTAL INVESTMENTS–101.2% (cost $48,970,122)						48,970,122
Other assets less liabilities–(1.2)%						(590,490	)
NET ASSETS–100.0%					$	48,379,632

(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, 2007, the aggregate market value of these securities amounted to $18,639,615 or 38.5% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2007.

See Notes to Financial Statements.

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MONEY MARKET PORTFOLIO
STATEMENTOF ASSETSAND LIABILITIES
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $48,970,122)	$	48,970,122
Cash		143
Interest receivable		68,631
Receivable for capital stock sold		36,279
Total assets		49,075,175
LIABILITIES
Payable for capital stock redeemed		448,190
Dividends payable		162,217
Administrative fee payable		19,613
Advisory fee payable		19,277
Distribution fee payable		5,233
Transfer Agent fee payable		64
Accrued expenses		40,949
Total liabilities		695,543
NET ASSETS	$	48,379,632
COMPOSITION OF NET ASSETS
Capital stock, at par	$	48,396
Additional paid-in capital		48,331,718
Distributions in excess of net investment income		(31	)
Accumulated net realized loss on investment transactions		(451	)
	$	48,379,632

Net Asset Value Per Share—2 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	25,477,137	25,483,764	$	1.00
B	$	22,902,495	22,912,469	$	1.00

See Notes to Financial Statements.

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MONEY MARKET PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,388,277
EXPENSES
Advisory fee		116,962
Distribution fee—Class B		30,330
Transfer agency—Class A		834
Transfer agency—Class B		734
Custodian		56,159
Administrative		47,000
Audit		18,511
Printing		7,684
Legal		3,048
Directors’ fees		739
Miscellaneous		576
Total expenses		282,577
Net investment income		1,105,700
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,105,700

See Notes to Financial Statements.

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MONEY MARKET PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,105,700		$	2,343,758
Net realized gain on investment transactions		–0–			8
Net increase in net assets from operations		1,105,700			2,343,766
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(605,705	)		(1,343,672	)
Class B		(500,026	)		(1,015,586	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(3,244,723	)		(4,508,069	)
Total decrease		(3,244,754	)		(4,523,561	)
NET ASSETS
Beginning of period		51,624,386			56,147,947
End of period (including distributions in excess of net investment income of ($31) and $0, respectively)	$	48,379,632		$	51,624,386

See Notes to Financial Statements.

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MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2007 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Money Market Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to seek safety of principal, excellent liquidity and maximum current income to the extent consistent with the first two objectives. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers twenty-three separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Securities in which the Portfolio invests are valued at amortized cost which approximates fair value, under which method a portfolio instrument is valued at cost and any premium or discount is amortized on a constant basis to maturity.

2. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

3. Investment Income and Investment Transactions

Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains and losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

4. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their respective net assets.

5. Dividends and Distributions

The Portfolio declares dividends daily from net investment income. The dividends are paid monthly. Net realized gains distributions, if any, will be made at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date.

Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. Prior to September 7, 2004, the Portfolio paid AllianceBernstein L.P. (the “Adviser”) an advisory fee at an annual rate of .50% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the advisory agreement, the Portfolio paid $47,000 to the Adviser representing the cost of certain legal and accounting services provided to the Portfolio by the Adviser for the six months ended June 30, 2007.

6

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc., a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation amounted to $391 for the six months ended June 30, 2007.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution and servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

At June 30, 2007, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes.

NOTE E: Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2007 (unaudited)		Year Ended December 31, 2006		Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31, 2006
Class A
Shares sold	11,225,580		27,295,967		$	11,225,580		$	27,295,967
Shares issued in reinvestment of dividends	605,705		1,343,672			605,705			1,343,672
Shares redeemed	(13,441,375	)	(31,914,301	)		(13,441,375	)		(31,914,301	)
Net decrease	(1,610,090	)	(3,274,662	)	$	(1,610,090	)	$	(3,274,662	)
Class B
Shares sold	14,272,945		32,590,916		$	14,272,945		$	32,590,916
Shares issued in reinvestment of dividends	500,026		1,015,586			500,026			1,015,586
Shares redeemed	(16,407,604	)	(34,839,909	)		(16,407,604	)		(34,839,909	)
Net decrease	(1,634,633	)	(1,233,407	)	$	(1,634,633	)	$	(1,233,407	)

NOTE F: Risks Involved in Investing in the Portfolio

Interest Rate Risk and Credit Risk—The Portfolio’s primary risks are interest rate risk and credit risk. Because the Portfolio invests in short-term securities, a decline in interest rates will affect the Portfolio’s yield as the securities mature or are sold and the Portfolio purchases new short-term securities with a lower yield. Generally, an increase in interest rates causes the value of a debt instrument to decrease. The change in value for shorter-term securities is usually smaller than for securities with longer maturities. Because the Portfolio invests in securities with short maturities and seek to maintain stable net asset value of $1.00 per share, it is possible, though unlikely, that an increase in interest rates would change the value of your investment.

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MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Credit risk is the possibility that a security’s credit rating will be downgraded or that the issuer of the security will default (fail to make scheduled interest and principal payments). The Portfolio’s invests in highly-rated securities to minimize credit risk.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

NOTE G: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2007 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2006 and December 31, 2005 were as follows:

	2006		2005
Distributions paid from:
Ordinary income	$	2,359,258	$	1,393,923
Total distributions paid	$	2,359,258	$	1,393,923

As of December 31, 2006, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(451	)(a)
Total accumulated earnings/(deficit)	$	(451	)

(a) On December 31, 2006, the Portfolio had a net capital loss carryforward of $451, of which $242 expires in the year 2012, and $209 which expires in 2013. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. For the year ended December 31, 2006, the Portfolio utilized $8 of capital loss carryforward.

NOTE H: Legal Proceedings

As has been previously reported, the staff of the U.S. Securities and Exchange Commission (“SEC”) and the Office of New York Attorney General (“NYAG”) have been investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of “market timing” mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission (“SEC Order”). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”). Among the key provisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund (the “Reimbursement Fund”) to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) a proportionate share of advisory fees paid by such fund during the period of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; and

(iii) The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser’s registered investment company clients, including the Fund, will introduce governance and compliance changes.

In anticipation of final, definitive documentation of the NYAG Order and effective January 1, 2004, the Adviser began waiving a portion of its advisory fee. On September 7, 2004, the Fund’s investment advisory agreement was amended to reflect the reduced advisory fee. For more information on this waiver and amendment to the Fund’s investment advisory agreement, please see “Advisory Fee and Other Transactions with Affiliates” above.

8

AllianceBernstein Variable Products Series Fund

A special committee of the Adviser’s Board of Directors, comprised of the members of the Adviser’s Audit Committee and the other independent member of the Adviser’s Board, directed and oversaw an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC’s and the NYAG’s investigations.

In addition, the Independent Directors of the Fund (“the Independent Directors”) have conducted an investigation of the above-mentioned matters with the advice of an independent economic consultant and independent counsel.

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“Alliance defendants”), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all actions to the United States District Court for the District of Maryland (the “Mutual Fund MDL”).

On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order.

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding (“MOU”) containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The derivative claims brought on behalf of Alliance Holding remain pending.

On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (the “West Virginia Securities Commissioner”) (together, the “Information Requests”). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser’s sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. (“WVAG Complaint”) was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL.

On August 30, 2005, the West Virginia Securities Commissioner signed a Summary Order to Cease and Desist, and Notice of Right to Hearing addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 25, 2006, the Adviser and Alliance Holding moved to vacate the Summary Order. In early September 2006, the court denied this motion, and the Supreme Court of Appeals in West Virginia denied the defendants’ petition for appeal. On September 22, 2006, the Adviser and Alliance Holding filed an answer and moved to dismiss the Summary Order with the West Virginia Securities Commissioner.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. (“Aucoin Complaint”) was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA

9

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fund-related fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses.

Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidated amended class action complaint (“Aucoin Consolidated Amended Complaint”) that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiffs’ claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants’ motion for reconsideration and dismissed the remaining Section 36(b) claim. On May 31, 2006 the District Court denied plaintiffs’ motion for leave to file an amended complaint. On July 5, 2006, plaintiffs filed a notice of appeal which was subsequently withdrawn subject to plaintiffs’ right to reinstate it at a later date. On June 30, 2007, plaintiffs’ time to file an appeal expired. On July 11, 2007 the parties submitted a fully executed Stipulation Withdrawing Appeal to the court.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE I: Recent Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded in the current period. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. On December 22, 2006, the Securities and Exchange Commission notified the industry that the implementation of FIN 48 by registered investment companies could be delayed until the last business day of the first required financial statement reporting period for fiscal years beginning after December 15, 2006. On June 29, 2007, the Portfolio implemented FIN 48 which supplements FASB 109, “Accounting for Income Taxes”, and determined that there was no effect on the financial statements.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.

10

MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2007 (unaudited)			Year Ended December 31,
				2006			2005			2004			2003			2002
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		.02			.04			.02			.01	(a)		.01			.01
Less: Dividends
Dividends from net investment income		(.02	)		(.04	)		(.02	)		(.01	)		(.01	)		(.01	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return
Total investment return based on net asset value (b)		2.19	%		4.22	%		2.35	%		.71	%		.53	%		1.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	25,477		$	27,087		$	30,370		$	36,740		$	54,847		$	97,216
Ratio to average net assets of:
Expenses, net of waivers and reimbursements		.97	%(c)		.93	%(d)		.93	%		.69	%		.66	%		.68	%
Expenses, before waivers and reimbursements		.97	%(c)		.93	%(d)		.93	%		.73	%		.66	%		.68	%
Net investment income		4.37	%(c)		4.13	%(d)		2.30	%		.68	%(a)		.55	%		1.10	%

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, 2007 (unaudited)		Year Ended December 31,
			2006		2005		2004		2003		2002
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	.02		.04		.02		–0	-(a)(e)	–0	–(e)	.01
Less: Dividends
Dividends from net investment income	(.02	)	(.04	)	(.02	)	–0	–(e)	–0	–(e)	(.01	)
Net asset value, end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return
Total investment return based on net asset value (b)	2.06	%	3.96	%	2.10	%	.46	%	.28	%	.85	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$22,903		$24,537		$25,778		$28,287		$47,946		$52,316
Ratio to average net assets of:
Expenses, net of waivers and reimbursements	1.22	%(c)	1.19	%(d)	1.19	%	.94	%	.91	%	.93	%
Expenses, before waivers and reimbursements	1.22	%(c)	1.19	%(d)	1.19	%	.98	%	.91	%	.93	%
Net investment income	4.12	%(c)	3.89	%(d)	2.06	%	.41	%(a)	.29	%	.85	%

(a) Net of expenses reimbursed or waived by the Adviser.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

(e) Amount is less than $.01 per share.

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 Product Series Fund (the “Fund”) in respect of AllianceBernstein Money Market Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by an August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Fund, which is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize the Portfolio as the investment option underlying their insurance contracts.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in connection with 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 09/30/06 (million)		Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$	59.6	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	Money Market Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the most recently completed fiscal year, the Adviser received $75,250 (0.12% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s latest fiscal year end total expense ratios:

Portfolio	Total Expense Ratio		Fiscal Year
Money Market Portfolio	Class A 0.93	%	December 31
	Class B 1.19	%

1 It should be noted that the information in the fee summary was completed on October 23, 2006 and presented to the Board of Directors on October 31-November 2, 2006.

2 Future references to 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 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

13

MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of the costs are reimbursed by the Portfolio to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if the 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, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolio. However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Form ADV that has a substantially similar investment style as the Portfolio.

The Adviser manages AllianceBernstein Exchange Reserves, a retail mutual fund, which has a similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Exchange Reserves: ⁴

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
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

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 fee for Short Maturity Dollar, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Fund	Fee5
Short Maturity Dollar
Class A	1.05% on the 1st €100 million6 1.00% on the next €100 million 0.95% in excess of €200 million
Class I (Institutional)	0.50% on the 1st €100 million 0.45% on the next €100 million 0.40% in excess of €200 million

4 The advisory fee schedule of AllianceBernstein Exchange Reserves was not affected by the settlement between the Adviser and the NYAG since the fund’s fee schedule already had lower breakpoints than the NYAG related fee schedule for AllianceBernstein Mutual Funds with a category of “Low Risk Income.”

5 Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services.

6 The current Euro-U.S. dollar currency exchange rate is €1 per $1.26. At that currency exchange rate, €100 million would be equivalent to approximately $126 million. €200 million would be equivalent to approximately $252 million.

14

AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the following fees for the following sub-advisory relationship that has a somewhat similar investment style as the Portfolio:

Fund	Sub-advised Fund		Fee Schedule
Money Market Portfolio	Client No. 1	7	0.125% on first $100 million 0.10% on next $ 150 million 0.05% thereafter

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.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed advisory fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”) at the approximate current asset level of the Portfolio.⁸

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes.⁹ An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee10	Lipper Expense Group Median	Rank
Money Market Portfolio	0.450	0.450	6/12

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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12	Lipper Expense Group Median (%)	Rank	Lipper Expense Universe Median (%)	Rank
Money Market Portfolio	0.935	0.610	12/12	0.524	55/55

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.

A consultant was retained by the Senior Officer to work with the Adviser’s personnel to align the Adviser’s two profitability reporting systems. The alignment, which now has been completed, allows the Adviser’s management and the Directors to

7 This sub-advised fund has a more restrictive investment style than the Money Market Portfolio; the fund invests primarily in high-quality municipal short-term securities.

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 Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

11 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

12 Most recently completed fiscal year Class A share total expense ratio.

15

MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

receive consistent presentations of the financial results and profitability although the two profitability reporting systems operate independently. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The profitability information for the Portfolio 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 2005 relative to 2004.

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 and distribution related services to the Portfolio and receive transfer agent fees and Rule 12b-1 payments.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the ‘40 Act. During the fiscal year ended December 31, 2005, ABI received $65,764 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI for distribution related services. ABI may in turn compensate brokers for their distribution assistance. ABI will pay for printing and distributing prospectuses or reports and advertising in connection with the offering of Class B shares to the public as well as fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. During the fiscal year ended December 31, 2005, the Adviser determined that it paid $148,295 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, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹³ ABI paid approximately $125,000 in 2005 and expects to pay approximately $150,000 in 2006 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the adviser.¹⁴ ABIS’ after-tax profitability increased in 2005 in comparison to 2004. During the most recently completed fiscal year, ABIS received a fee of $794 from the Portfolio.¹⁵

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that the breakpoints in the fee schedule being proposed reflect a sharing of economies of scale to the extent they exist. 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 improved services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, made a presentation to the Board of Directors regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, economists, who have written on this subject,

13 Includes other Portfolios (Equity and Blend) of the Fund that are not discussed in this evaluation.

14 It should be noted that the insurance companies to which the variable products are linked to provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

15 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2005.

16

AllianceBernstein Variable Products Series Fund

had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among economists as to whether economies of scale were being passed on to the shareholders. In the meantime, it is clear that to the extent a fund’s assets were to exceed the initial breakpoint its shareholders benefit from a lower fee rate.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $659 billion as of September 30, 2006, 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 Portfolio¹⁶ relative to the Portfolio’s Lipper Performance Group (“PG”) ¹⁷ and Lipper Performance Universe (“PU”) for the periods ended June 30, 2006.¹⁸

Money Market Portfolio (Net)	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	3.30	3.68	3.80	12/12	65/66
3 year	1.71	1.94	2.02	12/12	61/63
5 year	1.56	1.76	1.84	12/12	61/63
10 year	3.31	3.42	3.53	10/11	54/57
Money Market Portfolio (Gross)	Portfolio Return	PG Median	PU Median	PG Rank	PU Rank
1 year	4.27	4.32	4.32	10/12	52/66
3 year	2.53	2.53	2.55	6/12	38/63
5 year	2.32	2.36	2.37	11/12	48/63
10 year	4.02	4.06	4.06	8/11	39/56

Set forth below are the 1, 3, 5, and 10 year and since inception performance returns of the Portfolio (in bold) versus its benchmark:¹⁹

	Periods Ending June 30, 2006 Annualized Performance Returns (%)
Portfolio	1 Year	3 Year	5 Year	10 Year	Since Inception
Money Market Portfolio	3.30	1.71	1.56	3.31	3.38
Lipper VA Money Market Average of funds	3.70	1.94	1.80	3.51	3.71

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 arms-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: December 1, 2006

16 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

17 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU. Outliers and funds with negative management fees are excluded from EUs but not necessarily from PUs.

18 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio may have had a different investment classification/objective at different points in time.

19 The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2006.

17

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/ Marc O. Mayer
	Marc O. Mayer
	President
Date:	August 20, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Marc O. Mayer
	Marc O. Mayer
	President
Date:	August 20, 2007
By:	/s/Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	August 20, 2007