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, 2010

Date of reporting period: June 30, 2010

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

BALANCED WEALTH STRATEGY PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Balanced Wealth Strategy Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	951.98	$	3.24	0.67	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.47	$	3.36	0.67	%
Class B
Actual	$	1,000	$	951.76	$	4.45	0.92	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.23	$	4.61	0.92	%

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

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
U.S. Treasury Bonds & Notes	$	52,346,209	10.3	%
Federal National Mortgage Association		29,646,958	5.9
JPMorgan Chase & Co.		7,033,404	1.4
Apple, Inc.		6,812,690	1.3
Alcon, Inc.		5,330,542	1.1
Wells Fargo & Co.		4,833,280	1.0
Google, Inc.—Class A		4,776,538	0.9
Hewlett-Packard Co.		4,379,936	0.8
Gilead Sciences, Inc.		4,242,150	0.8
Comcast Corp.		3,918,672	0.8
	$	123,320,379	24.3	%

SECURITY TYPE BREAKDOWN

June��30, 2010 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Common Stocks	$	311,458,189	60.4	%
Corporates—Investment Grades		55,348,244	10.7
Governments—Treasuries		52,346,209	10.2
Mortgage Pass-Thru’s		28,933,507	5.6
Commercial Mortgage-Backed Securities		17,010,703	3.3
Corporates—Non-Investment Grades		7,778,405	1.5
Agencies		6,052,534	1.2
Asset-Backed Securities		3,026,243	0.6
Governments—Sovereign Bonds		2,595,968	0.5
CMOs		2,558,772	0.5
Governments—Sovereign Agencies		2,051,370	0.4
Inflation-Linked Securities		1,844,453	0.4
Quasi-Sovereigns		1,254,407	0.3
Preferred Stocks		906,970	0.2
Short-Term Investments		20,525,000	4.0
Other**		872,884	0.2
Total Investments	$	514,563,858	100.0	%

* Long-term investments.

** “Other” represents less than 0.2% weightings in the following security types: Local Governments - Municipal Bonds, Warrants and Emerging Markets - Corporate Bonds.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–61.4%
FINANCIALS–18.1%
CAPITAL MARKETS–1.5%
Blackstone Group LP	124,775	$	1,192,849
Credit Suisse Group AG	20,628		775,556
Deutsche Bank AG	8,500		477,438
Franklin Resources, Inc.	8,045		693,399
Goldman Sachs Group, Inc. (The)	14,600		1,916,542
Julius Baer Group Ltd.	18,515		527,910
Macquarie Group Ltd.	9,135		280,778
Man Group PLC	140,433		465,522
Morgan Stanley	41,000		951,610
			7,281,604
COMMERCIAL BANKS–3.0%
Australia & New Zealand Banking Group Ltd.	10,635		191,019
Banco do Brasil SA	25,500		348,241
Banco Santander SA	48,300		506,482
Bank of China Ltd.	401,000		202,305
Barclays PLC	120,000		478,981
BB&T Corp.	31,600		831,396
BNP Paribas	10,853		583,899
Comerica, Inc.	15,600		574,548
Danske Bank A/S(a)	16,200		311,727
DnB NOR ASA	11,500		110,609
Fifth Third Bancorp	70,600		867,674
Hana Financial Group, Inc.	10,900		289,019
HSBC Holdings PLC	42,553		388,752
KB Financial Group, Inc.	10,345		396,532
KBC Groep NV(a)	7,100		272,145
National Australia Bank Ltd.	31,200		603,228
National Bank of Canada	5,100		260,857
Societe Generale	8,229		338,614
Standard Chartered PLC	41,559		1,011,979
Sumitomo Mitsui Financial Group, Inc.	13,300		376,421
Turkiye Garanti Bankasi AS	37,300		155,229
Turkiye Vakiflar Bankasi Tao–Class D	61,400		139,617
UniCredit Italiano SpA	231,195		511,411
United Overseas Bank Ltd.	28,000		389,532
Wells Fargo & Co.	188,800		4,833,280
			14,973,497
CONSUMER FINANCE–0.2%
Capital One Financial Corp.	18,400		741,520
ORIX Corp.	5,540		401,344
			1,142,864
DIVERSIFIED FINANCIAL SERVICES–2.6%
Bank of America Corp.	250,150		3,594,656
CBOE Holdings, Inc.(a)	2,200		71,610
Challenger Financial Services Group Ltd.	33,100		96,514
Citigroup, Inc.(a)	187,900		706,504
CME Group, Inc.–Class A	4,595		1,293,722

Company	Shares	U.S. $ Value
Hong Kong Exchanges and Clearing Ltd.	20,100	$	314,001
IG Group Holdings PLC	40,591		253,596
JPMorgan Chase & Co.	192,117		7,033,403
			13,364,006
INSURANCE–1.2%
ACE Ltd.	5,000		257,400
Admiral Group PLC	30,198		632,415
Allianz SE	7,800		771,992
Allstate Corp. (The)	17,300		497,029
Berkshire Hathaway, Inc.(a)	12,100		964,249
Chubb Corp.	6,400		320,064
Industrial Alliance Insurance & Financial Services, Inc.	700		22,949
Muenchener Rueckversicherungs AG (MunichRe)	1,400		175,788
Old Mutual PLC	176,800		270,689
Prudential PLC	51,800		390,707
Travelers Cos., Inc. (The)	23,300		1,147,525
XL Group PLC	33,400		534,734
			5,985,541
REAL ESTATE INVESTMENT TRUSTS (REITS)–6.3%
Allied Properties Real Estate Investment Trust	21,000		386,840
American Campus Communities, Inc.	14,300		390,247
Ascendas Real Estate Investment Trust	492,000		635,381
AvalonBay Communities, Inc.	1,400		130,718
Big Yellow Group PLC	59,980		263,432
BioMed Realty Trust, Inc.	30,900		497,181
Boston Properties, Inc.	2,800		199,752
Brandywine Realty Trust	44,350		476,763
BRE Properties, Inc.	12,900		476,397
British Land Co. PLC	78,918		509,766
Camden Property Trust	19,500		796,575
Canadian Real Estate Investment Trust	14,670		382,821
CapitaMall Trust	293,940		383,215
CBL & Associates Properties, Inc.	39,950		496,978
Charter Hall Retail REIT	123,911		56,879
Chartwell Seniors Housing Real Estate Investment Trust	48,900		329,353
Corporate Office Properties Trust	10,200		385,152
Dexus Property Group	375,800		241,143
DiamondRock Hospitality Co.(a)	75,556		621,070
Digital Realty Trust, Inc.	13,400		772,912
Duke Realty Corp.	7,000		79,450
DuPont Fabros Technology, Inc.	17,350		426,116
Entertainment Properties Trust	11,450		435,902
Equity Residential	23,700		986,868
Essex Property Trust, Inc.	5,000		487,700
Extra Space Storage, Inc.	28,200		391,980
First Potomac Realty Trust	17,500		251,475
Fonciere Des Regions	4,700		387,444

3

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

Company	Shares	U.S. $ Value
GPT Group	217,820	$	508,576
Great Portland Estates PLC	81,800		353,308
H&R Real Estate Investment Trust	16,600		265,089
Health Care REIT, Inc.	21,600		909,792
Hersha Hospitality Trust	44,600		201,592
Home Properties, Inc.	5,400		243,378
ING Office Fund	862,000		416,139
InnVest Real Estate Investment Trust	73,000		405,270
Japan Real Estate Investment Corp.	44		358,406
Kilroy Realty Corp.	11,400		338,922
Kimco Realty Corp.	45,200		607,488
Klepierre	36,052		996,081
LaSalle Hotel Properties	4,600		94,622
Link REIT (The)	143,500		356,076
Macerich Co. (The)	8,516		317,817
Mid-America Apartment Communities, Inc.	12,550		645,948
Morguard Real Estate Investment Trust	23,300		288,911
Nationwide Health Properties, Inc.	11,100		397,047
Orix JREIT, Inc.	55		228,395
Primaris Retail Real Estate Investment Trust	20,183		331,027
ProLogis	50,625		512,831
PS Business Parks, Inc.	2,400		133,872
Public Storage	15,600		1,371,396
RioCan Real Estate Investment Trust (New York)(b)	1,400		25,040
RioCan Real Estate Investment Trust (Toronto)	21,700		388,115
Simon Property Group, Inc.	29,515		2,383,336
Stockland	219,280		680,561
Sunstone Hotel Investors, Inc.(a)	45,213		448,965
Tanger Factory Outlet Centers	9,600		397,248
Unibail-Rodamco SE	10,278		1,675,130
Ventas, Inc.	19,100		896,745
Vornado Realty Trust	10,547		769,404
Weingarten Realty Investors	20,000		381,000
Westfield Group	177,949		1,808,275
			32,015,312
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.3%
Beni Stabili SpA(a)	28,200		21,380
BR Malls Participacoes SA	28,050		365,194
Brookfield Properties Corp.	26,925		378,027
Castellum AB	44,900		406,859
CB Richard Ellis Group, Inc.–Class A(a)	24,800		337,528
Daito Trust Construction Co., Ltd.	4,100		232,177
First Capital Realty, Inc.	11,300		144,468
Forest City Enterprises, Inc.(a)	4,000		45,280
Great Eagle Holdings Ltd.	123,000		312,992
Hang Lung Group Ltd.	23,000		122,486
Hang Lung Properties Ltd.	158,000		607,348

Company	Shares	U.S. $ Value
Hongkong Land Holdings Ltd.	202,000	$	998,490
Jones Lang LaSalle, Inc.	4,100		269,124
Kerry Properties Ltd.	185,631		800,922
KWG Property Holding Ltd.	674,500		414,801
Lend Lease Group	123,192		750,199
Mitsubishi Estate Co., Ltd.	14,000		194,903
Mitsui Fudosan Co., Ltd.	150,100		2,089,162
Multiplan Empreendimentos Imobiliarios SA	48,687		890,392
New World Development Ltd.	675,972		1,097,406
PSP Swiss Property AG(a)	4,600		275,151
Savills PLC	85,200		350,068
Shimao Property Holdings Ltd.	369,000		572,447
Sumitomo Realty & Development Co., Ltd.	52,000		883,580
Sun Hung Kai Properties Ltd.	183,700		2,514,615
Swire Pacific Ltd.	22,500		255,403
UOL Group Ltd.	120,000		323,205
Wing Tai Holdings Ltd.	439,000		490,977
Yanlord Land Group Ltd.	487,000		596,293
			16,740,877
			91,503,701
CONSUMER DISCRETIONARY–8.5%
AUTO COMPONENTS–0.4%
Johnson Controls, Inc.	45,700		1,227,959
Lear Corp.(a)	7,400		489,880
NGK Spark Plug Co., Ltd.	11,000		136,563
TRW Automotive Holdings Corp.(a)	15,000		413,550
			2,267,952
AUTOMOBILES–0.9%
Bayerische Motoren Werke AG	13,200		641,210
Ford Motor Co.(a)	226,400		2,282,112
Honda Motor Co., Ltd.	19,000		558,084
Nissan Motor Co., Ltd.(a)	70,900		494,065
Renault SA(a)	3,300		122,322
Volkswagen AG (Preference Shares)	2,836		248,861
			4,346,654
DISTRIBUTORS–0.2%
Inchcape PLC(a)	23,660		86,454
Li & Fung Ltd.	216,000		969,128
			1,055,582
HOTELS, RESTAURANTS & LEISURE–0.6%
Carnival PLC	6,970		225,768
Hyatt Hotels Corp.(a)	21,570		800,031
Mitchells & Butlers PLC(a)	94,400		383,714
Royal Caribbean Cruises Ltd.(a)	17,900		407,583
Thomas Cook Group PLC	43,000		113,816
TUI Travel PLC	28,600		88,980
Whitbread PLC	30,700		641,109
Wyndham Worldwide Corp.	18,300		368,562
			3,029,563

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HOUSEHOLD DURABLES–1.0%
DR Horton, Inc.	28,900	$	284,087
Electrolux AB	6,900		157,740
Fortune Brands, Inc.	4,100		160,638
Garmin Ltd.	30,300		884,154
MRV Engenharia e Participacoes SA	38,600		271,804
NVR, Inc.(a)	1,750		1,146,302
Pulte Group, Inc.(a)	53,500		442,980
Rossi Residencial SA	35,800		258,038
Sharp Corp.	37,000		390,300
Sony Corp.	15,800		421,433
Whirlpool Corp.	8,000		702,560
			5,120,036
INTERNET & CATALOG RETAIL–0.1%
Amazon.com, Inc.(a)	5,375		587,272
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.	6,300		55,398
MEDIA–2.9%
British Sky Broadcasting Group PLC	48,400		505,382
Cablevision Systems Corp.	23,900		573,839
CBS Corp.–Class B	54,500		704,685
Comcast Corp.–Class A	225,600		3,918,672
DIRECTV(a)	22,900		776,768
Informa PLC	22,900		120,989
Jupiter Telecommunications Co., Ltd.	160		153,185
Lagardere SCA	2,900		90,449
News Corp.–Class A	191,100		2,285,556
SES SA (FDR)	12,999		270,334
Time Warner Cable, Inc.–Class A	33,300		1,734,264
Time Warner, Inc.	50,300		1,454,173
Vivendi SA	22,210		451,353
Walt Disney Co. (The)	48,532		1,528,758
			14,568,407
MULTILINE RETAIL–1.0%
Kohl’s Corp.(a)	54,540		2,590,650
Marks & Spencer Group PLC	70,800		348,790
PPR	1,000		124,223
Target Corp.	43,860		2,156,596
			5,220,259
SPECIALTY RETAIL–1.2%
Esprit Holdings Ltd.	59,100		318,195
Fast Retailing Co., Ltd.	3,500		529,601
Foot Locker, Inc.	22,300		281,426
Gap, Inc. (The)	45,900		893,214
Hennes & Mauritz AB–Class B	7,200		197,873
Inditex SA	10,370		591,311
Lowe’s Cos., Inc.	61,800		1,261,956
Office Depot, Inc.(a)	83,900		338,956
Ross Stores, Inc.	14,100		751,389

Company	Shares	U.S. $ Value
TJX Cos., Inc.	10,600	$	444,670
Yamada Denki Co., Ltd.	4,660		304,483
			5,913,074
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Cie Financiere Richemont SA	6,000		209,474
Jones Apparel Group, Inc.	12,600		199,710
Polo Ralph Lauren Corp.–Class A	8,900		649,344
Yue Yuen Industrial Holdings Ltd.	9,000		27,877
			1,086,405
			43,250,602
INFORMATION TECHNOLOGY–7.9%
COMMUNICATIONS EQUIPMENT–1.1%
Cisco Systems, Inc.(a)	112,050		2,387,785
JDS Uniphase Corp.(a)	33,000		324,720
Motorola, Inc.(a)	189,600		1,236,192
Nokia Oyj	58,800		479,267
Research In Motion Ltd.(a)	10,400		512,304
Telefonaktiebolaget LM Ericsson–Class B	43,340		480,737
			5,421,005
COMPUTERS & PERIPHERALS–3.0%
Apple, Inc.(a)	27,085		6,812,690
Compal Electronics, Inc.	843		1,004
Dell, Inc.(a)	47,600		574,056
EMC Corp.(a)	144,700		2,648,010
Hewlett-Packard Co.	101,200		4,379,936
Logitech International SA(a)	13,900		188,156
Seagate Technology(a)	32,800		427,712
Toshiba Corp.(a)	104,000		515,171
			15,546,735
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
AU Optronics Corp.	182,310		161,425
Hirose Electric Co. Ltd.	2,300		210,642
Hitachi High-Technologies Corp.	4,000		73,483
Keyence Corp.	900		208,118
Nippon Electric Glass Co., Ltd.	28,000		320,727
Tyco Electronics Ltd.	40,400		1,025,352
			1,999,747
INTERNET SOFTWARE & SERVICES–1.1%
AOL, Inc.(a)	5,084		105,697
Google, Inc.–Class A(a)	10,735		4,776,538
Telecity Group PLC(a)	67,200		400,366
Yahoo! Japan Corp.	840		334,803
			5,617,404

5

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

Company	Shares	U.S. $ Value
IT SERVICES–0.3%
Cap Gemini SA	8,100	$	355,991
Visa, Inc.–Class A	14,600		1,032,950
			1,388,941
OFFICE ELECTRONICS–0.1%
Canon, Inc.	12,400		462,141
Konica Minolta Holdings, Inc.	11,500		110,633
			572,774
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.3%
ASML Holding NV	14,000		385,278
Broadcom Corp.–Class A	35,300		1,163,841
Intel Corp.	138,200		2,687,990
KLA-Tencor Corp.	38,900		1,084,532
Samsung Electronics Co., Ltd.	1,040		652,303
Samsung Electronics Co., Ltd. (Preference Shares)	200		85,259
Teradyne, Inc.(a)	48,500		472,875
United Microelectronics Corp.(a)	345,000		151,842
			6,683,920
SOFTWARE–0.6%
Microsoft Corp.	109,600		2,521,896
Nintendo Co., Ltd.	1,400		411,053
			2,932,949
			40,163,475
HEALTH CARE–6.2%
BIOTECHNOLOGY–1.3%
Celgene Corp.(a)	24,800		1,260,336
Gilead Sciences, Inc.(a)	123,750		4,242,150
Vertex Pharmaceuticals, Inc.(a)	32,200		1,059,380
			6,561,866
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Alcon, Inc.	35,971		5,330,543
Covidien PLC	32,900		1,321,922
			6,652,465
HEALTH CARE PROVIDERS & SERVICES–0.5%
Celesio AG	3,800		82,861
Community Health Systems, Inc.(a)	20,300		686,343
Express Scripts, Inc.–Class A(a)	24,500		1,151,990
Fresenius Medical Care AG & Co. KGaA	7,500		404,659
UnitedHealth Group, Inc.	13,000		369,200
			2,695,053
PHARMACEUTICALS–3.1%
AstraZeneca PLC	19,700		928,773
AstraZeneca PLC (Sponsored ADR)	22,300		1,050,999
Bayer AG	9,200		514,109
Johnson & Johnson	49,200		2,905,752

Company	Shares	U.S. $ Value
Merck & Co., Inc.	30,800	$	1,077,076
Mylan, Inc.(a)	23,200		395,328
Novartis AG	25,894		1,254,903
Pfizer, Inc.	185,900		2,650,934
Roche Holding AG	5,838		803,552
Sanofi-Aventis SA	17,792		1,071,563
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	53,073		2,759,265
			15,412,254
			31,321,638
ENERGY–5.9%
ENERGY EQUIPMENT & SERVICES–1.7%
AMEC PLC	49,400		605,217
Cameron International Corp.(a)	29,050		944,706
Cie Generale de Geophysique-Veritas(a)	8,000		142,319
Ensco PLC (Sponsored ADR)	26,600		1,044,848
Petrofac Ltd.	18,100		318,433
Petroleum Geo-Services ASA(a)	14,750		122,947
Rowan Cos., Inc.(a)	19,700		432,218
Saipem SpA	20,300		618,301
Schlumberger Ltd.	68,930		3,814,586
Technip SA	8,900		510,467
Transocean Ltd.(a)	5,200		240,916
			8,794,958
OIL, GAS & CONSUMABLE FUELS–4.2%
Afren PLC(a)	159,400		201,295
Apache Corp.	5,200		437,788
BG Group PLC	37,535		558,252
BP PLC	104,000		497,865
Chevron Corp.	24,000		1,628,640
Cimarex Energy Co.	12,300		880,434
ConocoPhillips	29,800		1,462,882
Devon Energy Corp.	22,900		1,395,068
EnCana Corp.	8,800		266,509
ENI SpA	20,300		372,628
EOG Resources, Inc.	7,900		777,123
Exxon Mobil Corp.	24,900		1,421,043
Forest Oil Corp.(a)	28,300		774,288
Gazprom OAO (Sponsored ADR)	12,200		229,482
JX Holdings, Inc.(a)	35,000		172,991
KazMunaiGas Exploration Production (GDR)(b)	7,350		136,710
LUKOIL OAO (London) (Sponsored ADR)	3,900		200,850
Marathon Oil Corp.	28,800		895,392
Newfield Exploration Co.(a)	13,200		644,952
Nexen, Inc. (New York)	46,200		908,754
Nexen, Inc. (Toronto)	20,293		399,169
Noble Energy, Inc.	24,400		1,472,052
Occidental Petroleum Corp.	10,600		817,790
Penn West Energy Trust	19,094		364,105
Petroleo Brasileiro SA (Sponsored ADR)	12,900		384,420

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	42,600	$	1,070,864
Suncor Energy, Inc. (New York)	24,900		733,056
Suncor Energy, Inc. (Toronto)	27,836		819,221
Valero Energy Corp.	52,100		936,758
Yanzhou Coal Mining Co., Ltd.–Class H	80,000		154,028
			21,014,409
			29,809,367
CONSUMER STAPLES–5.0%
BEVERAGES–0.8%
Anheuser-Busch InBev NV	21,274		1,022,880
Asahi Breweries Ltd.	16,500		279,527
Carlsberg A/S	3,600		274,352
Constellation Brands, Inc.–Class A(a)	34,300		535,766
PepsiCo, Inc.	36,750		2,239,913
			4,352,438
FOOD & STAPLES RETAILING–1.1%
Aeon Co., Ltd.	35,600		376,695
Casino Guichard Perrachon SA	3,100		235,243
Costco Wholesale Corp.	38,850		2,130,145
CVS Caremark Corp.	15,400		451,528
Koninklijke Ahold NV	11,700		144,728
Olam International Ltd.	147,000		269,813
Safeway, Inc.	38,600		758,876
SUPERVALU, Inc.	32,500		352,300
Tesco PLC	144,217		813,588
			5,532,916
FOOD PRODUCTS–1.1%
Bunge Ltd.	10,600		521,414
Chaoda Modern Agriculture Holdings Ltd.	200,000		193,524
ConAgra Foods, Inc.	30,200		704,264
Dean Foods Co.(a)	26,200		263,834
Kraft Foods, Inc.–Class A	25,800		722,400
Nestle SA	8,679		418,491
Nutreco Holding NV	1,900		102,025
Sara Lee Corp.	76,900		1,084,290
Smithfield Foods, Inc.(a)	45,000		670,500
Tyson Foods, Inc.–Class A	44,500		729,355
Unilever NV	14,400		393,253
			5,803,350
HOUSEHOLD PRODUCTS–0.9%
Procter & Gamble Co. (The)	59,100		3,544,818
Reckitt Benckiser Group PLC	18,100		841,910
			4,386,728
TOBACCO–1.1%
Altria Group, Inc.	52,600		1,054,104
British American Tobacco PLC	48,252		1,531,316
Imperial Tobacco Group PLC	30,100		841,015

Company	Shares	U.S. $ Value
Japan Tobacco, Inc.	502	$	1,561,769
Reynolds American, Inc.	10,000		521,200
			5,509,404
			25,584,836
INDUSTRIALS–5.0%
AEROSPACE & DEFENSE–0.7%
BAE Systems PLC	77,700		361,633
Bombardier, Inc.–Class B	32,400		147,307
Goodrich Corp.	9,800		649,250
Honeywell International, Inc.	18,600		725,958
Northrop Grumman Corp.	13,800		751,272
Raytheon Co.	10,100		488,739
Rolls-Royce Group–C Shares	4,923,000		7,356
Rolls-Royce Group PLC(a)	54,700		456,569
			3,588,084
AIR FREIGHT & LOGISTICS–0.1%
FedEx Corp.	4,600		322,506
AIRLINES–0.2%
Delta Air Lines, Inc.(a)	65,900		774,325
Qantas Airways Ltd.(a)	65,664		120,372
			894,697
COMMERCIAL SERVICES & SUPPLIES–0.4%
Aggreko PLC	15,360		322,449
Capita Group PLC (The)	91,100		1,003,670
G4S PLC	50,800		201,409
Rentokil Initial PLC(a)	97,600		156,412
Serco Group PLC	51,394		448,824
			2,132,764
CONSTRUCTION & ENGINEERING–0.1%
Bouygues SA	10,500		405,315
Vinci SA	1,845		76,608
			481,923
ELECTRICAL EQUIPMENT–0.6%
Cooper Industries PLC	40,200		1,768,800
Furukawa Electric Co., Ltd.	5,000		21,814
SMA Solar Technology AG	2,961		303,277
Vestas Wind Systems A/S(a)	7,095		295,266
Vestas Wind Systems A/S (ADR)(a)	26,500		365,965
			2,755,122
INDUSTRIAL CONGLOMERATES–0.4%
Bidvest Group Ltd.	15,756		249,358
General Electric Co.	110,200		1,589,084
Textron, Inc.	17,300		293,581
			2,132,023

7

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

Company	Shares	U.S. $ Value
MACHINERY–1.8%
Danaher Corp.	64,800	$	2,405,376
Dover Corp.	33,900		1,416,681
Illinois Tool Works, Inc.	52,900		2,183,712
Ingersoll-Rand PLC	40,600		1,400,294
NGK Insulators Ltd.	12,000		186,900
SPX Corp.	1,900		100,339
Terex Corp.(a)	17,300		324,202
Vallourec SA	5,399		930,854
			8,948,358
PROFESSIONAL SERVICES–0.2%
Bureau Veritas SA	3,800		205,811
Intertek Group PLC	19,640		421,031
Randstad Holding NV(a)	9,800		385,093
SGS SA	164		221,343
			1,233,278
ROAD & RAIL–0.1%
East Japan Railway Co.	3,400		226,391
Firstgroup PLC	29,300		159,045
Hertz Global Holdings, Inc.(a)	32,100		303,666
			689,102
TRADING COMPANIES & DISTRIBUTORS–0.4%
ITOCHU Corp.	37,000		289,246
Mitsubishi Corp.	50,100		1,036,490
Mitsui & Co., Ltd.	69,200		807,272
Travis Perkins PLC(a)	7,300		79,410
			2,212,418
TRANSPORTATION INFRASTRUCTURE–0.0%
China Merchants Holdings International Co., Ltd.	52,000		171,004
			25,561,279
MATERIALS–2.3%
CHEMICALS–0.7%
Air Water, Inc.	14,000		152,856
Dow Chemical Co. (The)	49,000		1,162,280
Huabao International Holdings Ltd.	85,000		108,432
Huntsman Corp.	25,900		224,553
Israel Chemicals Ltd.	36,500		380,245
K+S AG	12,900		592,836
Potash Corp. of Saskatchewan, Inc.	10,440		900,346
Umicore	2,235		64,482
			3,586,030
METALS & MINING–1.5%
Agnico-Eagle Mines Ltd.	3,400		206,652
ArcelorMittal (New York)	10,300		275,628
BHP Billiton Ltd.	6,400		199,101
BHP Billiton PLC	27,356		709,301
Commercial Metals Co.	32,200		425,684

Company	Shares	U.S. $ Value
Eurasian Natural Resources Corp. PLC	10,800	$	137,429
Freeport-McMoRan Copper & Gold, Inc.	22,480		1,329,242
Hindalco Industries Ltd.	42,500		130,733
JFE Holdings, Inc.	10,000		309,370
Kazakhmys PLC	10,700		157,065
Lundin Mining Corp.(a)	45,000		127,237
Mitsubishi Materials Corp.(a)	92,000		244,537
Reliance Steel & Aluminum Co.	10,400		375,960
Rio Tinto PLC	15,700		689,456
Steel Dynamics, Inc.	21,500		283,585
Tata Steel Ltd.	29,200		302,796
ThyssenKrupp AG	10,900		268,610
Vale SA (Sponsored ADR) (Local Preference Shares)	19,100		401,482
Vale SA (Sponsored ADR)–Class B	7,900		192,365
Xstrata PLC	72,270		946,351
			7,712,584
PAPER & FOREST PRODUCTS–0.1%
Fibria Celulose SA (Sponsored ADR)(a)	12,200		180,560
			11,479,174
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.9%
AT&T, Inc.	107,000		2,588,330
France Telecom SA	24,400		423,216
Nippon Telegraph & Telephone Corp.	12,400		505,125
Telecom Corp. of New Zealand Ltd.	86,358		110,807
Telecom Italia SpA (ordinary shares)	291,200		321,587
Telecom Italia SpA (savings shares)	148,800		135,923
Telefonica SA	19,660		364,195
Verizon Communications, Inc.	5,200		145,704
			4,594,887
WIRELESS TELECOMMUNICATION SERVICES–0.7%
Crown Castle International Corp.(a)	7,000		260,820
KDDI Corp.	49		233,567
Softbank Corp.	2,800		74,265
Sprint Nextel Corp.(a)	255,200		1,082,048
Vodafone Group PLC	520,553		1,072,595
Vodafone Group PLC (Sponsored ADR)	36,000		744,120
			3,467,415
			8,062,302

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
UTILITIES–0.9%
ELECTRIC UTILITIES–0.6%
American Electric Power Co., Inc.		15,000	$	484,500
E.ON AG		22,526		605,684
EDF SA		7,900		300,568
Edison International		17,600		558,272
Pepco Holdings, Inc.		32,400		508,032
Pinnacle West Capital Corp.		5,700		207,252
Tokyo Electric Power Co., Inc. (The)		14,600		397,170
				3,061,478
GAS UTILITIES–0.0%
Tokyo Gas Co., Ltd.		33,000		150,649
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
Constellation Energy Group, Inc.		15,800		509,550
MULTI-UTILITIES–0.2%
Ameren Corp.		4,100		97,457
CMS Energy Corp.		11,900		174,335
NiSource, Inc.		39,400		571,300
RWE AG		2,400		157,046
				1,000,138
				4,721,815
Total Common Stocks (cost $305,730,505)				311,458,189
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–10.9%
INDUSTRIAL–5.7%
BASIC–0.8%
Alcoa, Inc. 6.75%, 7/15/18	$	145		146,335
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		290		294,426
ArcelorMittal 6.125%, 6/01/18		330		345,141
ArcelorMittal USA, Inc. 6.50%, 4/15/14		105		112,378
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		203		241,711
Dow Chemical Co. (The) 7.375%, 11/01/29		15		16,607
7.60%, 5/15/14		195		225,198
8.55%, 5/15/19		549		672,038
Eastman Chemical Co. 5.50%, 11/15/19		95		102,260
EI du Pont de Nemours & Co. 5.875%, 1/15/14		90		102,525
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		160		173,600
8.375%, 4/01/17		185		203,500

Company	Principal Amount (000)		U.S. $ Value
International Paper Co. 5.30%, 4/01/15	$	219	$	234,180
7.50%, 8/15/21		150		175,634
7.95%, 6/15/18		190		226,212
Packaging Corp. of America 5.75%, 8/01/13		30		32,341
PPG Industries, Inc. 5.75%, 3/15/13		250		273,506
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		345		393,210
Vale Inco Ltd. 7.75%, 5/15/12		80		87,065
				4,057,867
CAPITAL GOODS–0.3%
Boeing Co. (The) 6.00%, 3/15/19		295		347,420
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(b)		40		42,670
Lafarge SA 6.15%, 7/15/11		172		176,271
Owens Corning 6.50%, 12/01/16		178		189,390
Republic Services, Inc. 5.25%, 11/15/21(b)		165		173,605
5.50%, 9/15/19(b)		233		252,134
Tyco International Finance SA 8.50%, 1/15/19		140		180,979
Vulcan Materials Co. 5.60%, 11/30/12		90		96,360
				1,458,829
COMMUNICATIONS– MEDIA–0.7%
BSKYB Finance UK PLC 5.625%, 10/15/15(b)		175		195,124
CBS Corp. 8.875%, 5/15/19		330		415,179
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		180		248,303
Comcast Corp. 5.30%, 1/15/14		230		252,455
5.50%, 3/15/11		275		283,249
DirecTV Holdings LLC / DirecTV Financing Co., Inc. 4.75%, 10/01/14		155		164,156
6.375%, 6/15/15		40		41,400
News America Holdings, Inc. 9.25%, 2/01/13		144		169,560
News America, Inc. 6.55%, 3/15/33		250		268,067
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		140		178,230
RR Donnelley & Sons Co. 4.95%, 4/01/14		25		25,477
5.50%, 5/15/15		120		122,500
11.25%, 2/01/19		190		242,072

9

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

Company	Principal Amount (000)		U.S. $ Value
Time Warner Cable, Inc. 7.50%, 4/01/14	$	145	$	168,475
Time Warner Entertainment Co. LP 8.375%, 3/15/23		311		398,736
WPP Finance UK 5.875%, 6/15/14		150		162,748
8.00%, 9/15/14		350		410,361
				3,746,092
COMMUNICATIONS– TELECOMMUNICATIONS–0.9%
America Movil SAB de CV 5.00%, 3/30/20(b)		475		490,757
AT&T Corp. 8.00%, 11/15/31(c)		15		19,308
BellSouth Corp. 5.20%, 9/15/14		94		104,453
British Telecommunications PLC 5.15%, 1/15/13		720		755,076
9.375%, 12/15/10(c)		240		248,214
Embarq Corp. 7.082%, 6/01/16		658		701,467
Qwest Corp. 7.50%, 10/01/14		295		313,806
7.875%, 9/01/11		265		275,600
Telecom Italia Capital SA 6.00%, 9/30/34		65		55,688
6.175%, 6/18/14		305		318,858
6.375%, 11/15/33		60		53,729
7.175%, 6/18/19		170		183,024
Telus Corp. 8.00%, 6/01/11		46		48,764
United States Cellular Corp. 6.70%, 12/15/33		250		257,059
Verizon Communications, Inc. 4.90%, 9/15/15		168		184,547
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		154		163,260
Vodafone Group PLC
5.50%, 6/15/11		220		228,468
7.875%, 2/15/30		100		120,599
				4,522,677
CONSUMER CYCLICAL– AUTOMOTIVE–0.3%
Daimler Finance North America LLC
5.75%, 9/08/11		135		140,581
7.30%, 1/15/12		166		178,933
7.75%, 1/18/11		62		64,056
Harley-Davidson Funding Corp. 5.75%, 12/15/14(b)		341		351,815
Nissan Motor Acceptance Corp. 4.50%, 1/30/15(b)		346		357,010
Volvo Treasury AB 5.95%, 4/01/15(b)		305		318,822
				1,411,217

Company	Principal Amount (000)		U.S. $ Value
CONSUMER CYCLICAL– ENTERTAINMENT–0.3%
Time Warner, Inc.
6.875%, 5/01/12	$	25	$	27,236
7.625%, 4/15/31		345		415,026
Turner Broadcasting System, Inc. 8.375%, 7/01/13		225		262,962
Viacom, Inc. 5.625%, 9/15/19		390		427,224
Walt Disney Co. (The) 5.50%, 3/15/19		240		276,606
				1,409,054
CONSUMER CYCLICAL–OTHER–0.1%
Marriott International, Inc. Series J 5.625%, 2/15/13		216		230,124
MDC Holdings, Inc. 5.50%, 5/15/13		140		145,104
Toll Brothers Finance Corp. 6.875%, 11/15/12		11		11,661
				386,889
CONSUMER CYCLICAL–RETAILERS–0.1%
CVS Caremark Corp.
6.125%, 8/15/16		100		114,389
6.60%, 3/15/19		195		226,918
				341,307
CONSUMER NON-CYCLICAL–1.1%
Ahold Finance USA LLC 6.875%, 5/01/29		420		481,227
Altria Group, Inc. 9.70%, 11/10/18		210		265,940
Avon Products, Inc. 6.50%, 3/01/19		305		362,746
Bunge Ltd. Finance Corp.
5.10%, 7/15/15		69		72,256
5.875%, 5/15/13		180		193,211
8.50%, 6/15/19		153		182,709
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)		260		283,002
Campbell Soup Co. 6.75%, 2/15/11		260		269,793
Coca-Cola Co. (The) 5.35%, 11/15/17		280		320,207
ConAgra Foods, Inc. 7.875%, 9/15/10		3		3,038
Delhaize Group SA 5.875%, 2/01/14		105		117,185
Diageo Capital PLC 7.375%, 1/15/14		265		310,953
Fisher Scientific International, Inc. 6.125%, 7/01/15		196		201,880

10

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Fortune Brands, Inc.
3.00%, 6/01/12	$	280	$	283,373
4.875%, 12/01/13		201		213,036
Johnson & Johnson 5.55%, 8/15/17		270		315,285
Kraft Foods, Inc.
5.25%, 10/01/13		179		196,000
6.25%, 6/01/12		335		365,144
Kroger Co. (The) 6.80%, 12/15/18		79		93,100
Newell Rubbermaid, Inc. 5.50%, 4/15/13		175		187,524
Procter & Gamble Co. (The) 4.70%, 2/15/19		294		322,162
Reynolds American, Inc.
7.25%, 6/01/13		150		165,017
7.625%, 6/01/16		250		283,532
Safeway, Inc.
4.95%, 8/16/10		90		90,334
6.50%, 3/01/11		15		15,485
Whirlpool Corp. 8.60%, 5/01/14		45		53,055
				5,647,194
ENERGY–0.6%
Anadarko Petroleum Corp.
5.95%, 9/15/16		417		358,911
6.45%, 9/15/36		109		86,707
Apache Corp. 5.25%, 4/15/13		151		164,930
Baker Hughes, Inc. 6.50%, 11/15/13		150		171,358
BP Capital Markets PLC 4.75%, 3/10/19		71		58,978
Canadian Natural Resources Ltd. 5.15%, 2/01/13		100		107,803
ConocoPhillips Holding Co. 6.95%, 4/15/29		66		80,998
Hess Corp.
7.875%, 10/01/29		80		98,441
8.125%, 2/15/19		100		124,656
Marathon Oil Corp. 7.50%, 2/15/19		136		163,079
Nabors Industries, Inc. 9.25%, 1/15/19		315		387,275
Noble Energy, Inc. 8.25%, 3/01/19		303		366,707
Valero Energy Corp.
4.75%, 6/15/13		80		83,673
6.125%, 2/01/20		125		128,449
6.875%, 4/15/12		290		312,221
Weatherford International Ltd.
5.15%, 3/15/13		125		130,951
9.625%, 3/01/19		285		343,194
Williams Cos., Inc. (The) 7.875%, 9/01/21		159		182,229
				3,350,560

Company	Principal Amount (000)		U.S. $ Value
OTHER INDUSTRIAL–0.1%
Noble Group Ltd. 6.75%, 1/29/20(b)	$	445	$	431,650
SERVICES–0.0%
Western Union Co. (The) 5.93%, 10/01/16		90		100,990
TECHNOLOGY–0.2%
Computer Sciences Corp. 5.50%, 3/15/13		180		193,500
Dell, Inc. 5.625%, 4/15/14		185		207,437
HP Enterprise Services LLC Series B 6.00%, 8/01/13(c)		149		168,005
Motorola, Inc.
6.50%, 9/01/25		175		174,247
7.50%, 5/15/25		35		38,602
7.625%, 11/15/10		49		50,260
Xerox Corp.
7.625%, 6/15/13		55		55,964
8.25%, 5/15/14		280		328,201
				1,216,216
TRANSPORTATION– AIRLINES–0.1%
Southwest Airlines Co.
5.25%, 10/01/14		307		323,143
5.75%, 12/15/16		155		163,829
				486,972
TRANSPORTATION– RAILROADS–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		58		66,002
CSX Corp. 5.50%, 8/01/13		35		38,261
				104,263
TRANSPORTATION– SERVICES–0.1%
Con-way, Inc. 6.70%, 5/01/34		309		308,596
Ryder System, Inc.
5.85%, 11/01/16		127		140,126
7.20%, 9/01/15		127		147,296
				596,018
				29,267,795
FINANCIAL INSTITUTIONS–3.9%
BANKING–2.0%
American Express Co.
7.25%, 5/20/14		310		352,355
8.125%, 5/20/19		325		403,518
Anz National International Ltd. 6.20%, 7/19/13(b)		335		368,902
Bank of America Corp.
4.50%, 8/01/10		260		260,535
4.875%, 1/15/13		285		297,838

11

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

Company	Principal Amount (000)		U.S. $ Value
7.375%, 5/15/14	$	340	$	381,059
Barclays Bank PLC
5.45%, 9/12/12		620		658,885
8.55%, 6/15/11(b)		50		48,250
Bear Stearns Cos. LLC (The)
5.55%, 1/22/17		290		303,806
5.70%, 11/15/14		190		210,446
Citigroup, Inc.
5.50%, 4/11/13		230		239,086
6.50%, 8/19/13		260		276,946
8.50%, 5/22/19		475		566,259
Compass Bank 5.50%, 4/01/20		215		198,396
Countrywide Financial Corp.
5.80%, 6/07/12		96		100,948
6.25%, 5/15/16		92		95,909
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11		59		60,076
Credit Suisse USA, Inc. 5.50%, 8/15/13		120		131,525
Goldman Sachs Group, Inc. (The) 7.50%, 2/15/19		335		374,456
JP Morgan Chase Capital XXV Series Y 6.80%, 10/01/37		51		50,407
JPMorgan Chase & Co. 6.75%, 2/01/11		160		165,203
M&I Marshall & Ilsley Bank
4.85%, 6/16/15		250		232,499
5.00%, 1/17/17		205		187,999
Merrill Lynch & Co., Inc. 6.05%, 5/16/16		245		253,169
Morgan Stanley 6.625%, 4/01/18		345		361,606
National Australia Bank Ltd. 3.75%, 3/02/15(b)		355		363,449
National Capital Trust II 5.486%, 3/23/15(b)		91		79,177
National City Bank/Cleveland OH 6.25%, 3/15/11		250		258,075
Nationwide Building Society 6.25%, 2/25/20(b)		465		490,672
North Fork Bancorporation, Inc. 5.875%, 8/15/12		100		103,733
PNC Funding Corp. 5.125%, 2/08/20		355		369,135
Royal Bank of Scotland Group PLC 5.00%, 10/01/14		205		192,345
Santander Holdings USA, Inc. 4.80%, 9/01/10		155		155,906
SouthTrust Corp. 5.80%, 6/15/14		225		241,787
Union Bank NA 5.95%, 5/11/16		250		268,103
Wachovia Corp. 5.50%, 5/01/13		320		347,309

Company	Principal Amount (000)		U.S. $ Value
Wells Fargo & Co. 5.625%, 12/11/17	$	565	$	617,654
				10,067,423
BROKERAGE–0.0%
Lazard Group LLC 6.85%, 6/15/17		160		162,031
FINANCE–0.3%
General Electric Capital Corp.
4.80%, 5/01/13		315		335,815
5.625%, 5/01/18		480		510,103
Series A 4.375%, 11/21/11		25		26,002
HSBC Finance Corp. 7.00%, 5/15/12		125		134,595
SLM Corp. Series A 5.375%, 1/15/13–5/15/14		650		615,366
				1,621,881
INSURANCE–1.2%
Aetna, Inc. 6.00%, 6/15/16		140		159,637
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16		160		176,211
Allstate Corp. (The) 6.125%, 5/15/37		235		207,094
Allstate Life Global Funding Trusts 5.375%, 4/30/13		155		169,953
Assurant, Inc. 5.625%, 2/15/14		135		142,649
CIGNA Corp. 5.125%, 6/15/20		190		197,756
Coventry Health Care, Inc.
5.95%, 3/15/17		90		85,967
6.125%, 1/15/15		40		40,844
6.30%, 8/15/14		275		290,303
Genworth Financial, Inc. 6.515%, 5/22/18		315		303,243
Guardian Life Insurance Co. of America 7.375%, 9/30/39(b)		210		232,324
Hartford Financial Services Group, Inc.
4.00%, 3/30/15		95		93,269
5.50%, 3/30/20		435		422,207
Humana, Inc.
6.30%, 8/01/18		55		58,757
6.45%, 6/01/16		40		43,455
7.20%, 6/15/18		285		318,140
Liberty Mutual Group, Inc. 5.75%, 3/15/14(b)		165		171,565
Lincoln National Corp. 8.75%, 7/01/19		98		120,108
Markel Corp. 7.125%, 9/30/19		230		252,333
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(b)		185		246,159

12

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
MetLife, Inc.
7.717%, 2/15/19	$	112	$	133,305
10.75%, 8/01/39		140		166,394
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)		335		392,673
Principal Financial Group, Inc. 7.875%, 5/15/14		260		300,665
Prudential Financial, Inc.
5.15%, 1/15/13		205		216,958
6.20%, 1/15/15		45		49,524
8.875%, 6/15/38		170		179,350
Series D 7.375%, 6/15/19		35		40,528
UnitedHealth Group, Inc.
5.25%, 3/15/11		280		287,303
6.00%, 2/15/18		270		301,055
WellPoint, Inc.
5.25%, 1/15/16		50		54,742
5.875%, 6/15/17		40		44,562
7.00%, 2/15/19		80		94,893
XL Capital Ltd. 5.25%, 9/15/14		135		138,135
				6,132,061
OTHER FINANCE–0.1%
ORIX Corp. 4.71%, 4/27/15		458		455,345
REITS–0.3%
ERP Operating LP 5.25%, 9/15/14		105		112,341
HCP, Inc. 5.95%, 9/15/11		340		352,459
Healthcare Realty Trust, Inc.
5.125%, 4/01/14		131		136,152
8.125%, 5/01/11		225		235,128
Nationwide Health Properties, Inc. 6.50%, 7/15/11		180		187,496
Simon Property Group LP 5.625%, 8/15/14		179		193,859
				1,217,435
				19,656,176
UTILITY–0.9%
ELECTRIC–0.5%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(b)		420		416,894
Ameren Corp. 8.875%, 5/15/14		240		278,217
FirstEnergy Corp.
Series B 6.45%, 11/15/11		13		13,731
Series C 7.375%, 11/15/31		275		289,958
FPL Group Capital, Inc.
6.35%, 10/01/66		55		49,500
6.65%, 6/15/67		170		155,550

Company	Principal Amount (000)		U.S. $ Value
Nisource Finance Corp.
6.80%, 1/15/19	$	330	$	367,381
7.875%, 11/15/10		40		40,879
Pacific Gas & Electric Co. 6.05%, 3/01/34		38		42,397
Progress Energy, Inc. 7.10%, 3/01/11		19		19,756
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)		488		516,891
Teco Finance, Inc.
4.00%, 3/15/16		100		101,548
5.15%, 3/15/20		125		130,289
Union Electric Co. 6.70%, 2/01/19		45		52,310
				2,475,301
NATURAL GAS–0.3%
DCP Midstream LLC
5.35%, 3/15/20(b)		137		140,077
7.875%, 8/16/10		15		15,110
Energy Transfer Partners LP
6.70%, 7/01/18		127		136,572
7.50%, 7/01/38		410		419,221
EQT Corp. 8.125%, 6/01/19		234		275,266
Texas Eastern Transmission LP 7.30%, 12/01/10		160		163,798
TransCanada PipeLines Ltd. 6.35%, 5/15/67		120		106,950
Williams Partners LP 5.25%, 3/15/20(b)		298		304,725
				1,561,719
OTHER UTILITY–0.1%
Veolia Environnement 6.00%, 6/01/18		210		231,585
				4,268,605
NON CORPORATE SECTORS–0.4%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.4%
Gaz Capital SA for Gazprom 6.212%, 11/22/16(b)		920		929,200
Petrobras International Finance Co. 5.75%, 1/20/20		680		684,793
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(b)		470		541,675
				2,155,668
Total Corporates–Investment Grades (cost $51,662,294)				55,348,244

13

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

Company	Principal Amount (000)		U.S. $ Value
GOVERNMENTS– TREASURIES–10.3%
UNITED STATES–10.3%
U.S. Treasury Bonds 4.50%, 2/15/36	$	3,945	$	4,357,994
U.S. Treasury Notes
0.75%, 5/31/12		2,890		2,898,352
1.75%, 11/15/11–1/31/14		3,985		4,050,127
2.25%, 1/31/15		8,495		8,706,713
2.375%, 8/31/14		7,130		7,371,194
2.50%, 3/31/15		9,260		9,595,675
3.375%, 11/15/19		9,740		10,087,747
3.625%, 2/15/20		3,440		3,634,573
3.75%, 11/15/18		1,526		1,643,834
Total Governments–Treasuries (cost $50,149,535)				52,346,209
MORTGAGE PASS-THRU’S–5.7%
AGENCY FIXED RATE 30-YEAR–5.4%
Federal Home Loan Mortgage Corp. Gold
Series 2005 4.50%, 8/01/35–10/01/35		1,483		1,549,437
5.50%, 1/01/35		1,518		1,637,386
Series 2007 5.50%, 7/01/35		160		173,051
Series 2008 6.50%, 5/01/35		58		64,835
Federal National Mortgage Association
5.50%, 1/01/35–8/01/40		4,866		5,215,963
6.00%, TBA		4,470		4,847,854
6.50%, TBA		850		928,492
Series 2003 5.00%, 11/01/33		487		517,848
Series 2004 5.50%, 2/01/34–11/01/34		654		704,669
6.00%, 9/01/34–11/01/34		550		603,636
Series 2005 4.50%, 8/01/35		539		563,384
Series 2006 5.00%, 2/01/36		1,747		1,854,711
6.00%, 3/01/36		221		241,215
Series 2007 4.50%, 9/01/35–1/01/36		1,597		1,672,267
5.00%, 11/01/35–7/01/36		505		536,687
5.50%, 1/01/37–8/01/37		2,436		2,625,086
Series 2008 5.50%, 8/01/37		1,101		1,184,968
6.00%, 3/01/37		2,061		2,246,754
				27,168,243
AGENCY ARMS–0.3%
Federal Home Loan Mortgage Corp. Series 2008 5.575%, 11/01/37(d)		188		199,164

Company	Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association
4.627%, 8/01/37(e)	$	675	$	713,127
Series 2006 5.419%, 2/01/36(d)		220		231,345
5.651%, 11/01/36(e)		45		47,802
6.099%, 3/01/36(d)		141		146,597
Series 2007 4.651%, 3/01/34(d)		408		427,229
				1,765,264
Total Mortgage Pass-Thru’s (cost $27,687,482)				28,933,507
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.4%
NON-AGENCY FIXED RATE CMBS–3.4%
Banc of America Commercial Mortgage, Inc.
Series 2005-6, Class A4 5.35%, 9/10/47		315		337,276
Series 2006-5, Class A4 5.414%, 9/10/47		355		371,480
Bear Stearns Commercial Mortgage Securities
Series 2006-PW12, Class A4 5.907%, 9/11/38		250		268,249
Series 2007-PW18, Class A4 5.70%, 6/11/50		280		283,186
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4 5.546%, 4/15/40		110		116,957
Series 2008-C7, Class A4 6.297%, 12/10/49		440		451,948
Commercial Mortgage Pass Through Certificates
Series 2006-C8, Class A4 5.306%, 12/10/46		130		126,813
Series 2007-C9, Class A4 6.01%, 12/10/49		650		671,834
Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-C1, Class A4 4.75%, 1/15/37		70		72,325
Series 2005-C1, Class A4 5.014%, 2/15/38		260		270,957
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3 6.019%, 6/15/38		620		655,614
Series 2006-C4, Class A3 5.467%, 9/15/39		235		230,952
Series 2006-C5, Class A3 5.311%, 12/15/39		345		341,382
Greenwich Capital Commercial Funding Corp.
Series 2005-GG3, Class A4 4.799%, 8/10/42		85		88,278

14

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series 2005-GG5, Class AJ 5.478%, 4/10/37	$	215	$	170,577
Series 2007-GG9, Class A2 5.381%, 3/10/39		345		357,629
Series 2007-GG9, Class A4 5.444%, 3/10/39		410		410,749
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		80		84,386
JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2005-CB11, Class A4 5.335%, 8/12/37		170		182,268
Series 2006-CB14, Class A4 5.481%, 12/12/44(d)		315		333,345
Series 2006-CB15, Class A4 5.814%, 6/12/43		595		617,407
Series 2006-CB16, Class A4 5.552%, 5/12/45		335		351,179
Series 2006-CB17, Class A4 5.429%, 12/12/43		350		360,358
Series 2007-CB18, Class A4 5.44%, 6/12/47		445		444,430
Series 2007-LD11, Class A4 5.983%, 6/15/49		770		753,343
Series 2007-LDPX, Class A3 5.42%, 1/15/49		475		464,201
LB-UBS Commercial Mortgage Trust
Series 2004-C4, Class A4 5.437%, 6/15/29		40		42,307
Series 2006-C1, Class A4 5.156%, 2/15/31		1,095		1,139,073
Series 2006-C3, Class A4 5.661%, 3/15/39		285		294,647
Series 2006-C4, Class A4 6.08%, 6/15/38		275		295,317
Series 2006-C6, Class A4 5.372%, 9/15/39		660		682,546
Series 2006-C7, Class A3 5.347%, 11/15/38		195		201,211
Series 2007-C1, Class A4 5.424%, 2/15/40		210		209,070
Series 2008-C1, Class A2 6.324%, 4/15/41		650		689,769
Merrill Lynch Mortgage Trust Series 2005-CKI1, Class A6 5.405%, 11/12/37		40		42,815
Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-2, Class A4 6.104%, 6/12/46		110		117,028
Series 2006-3, Class A4 5.414%, 7/12/46		480		493,504
Series 2006-4, Class AM 5.204%, 12/12/49		265		219,779
Series 2007-9, Class A4 5.70%, 9/12/49		440		438,111

Company	Principal Amount (000)		U.S. $ Value
Morgan Stanley Capital I
Series 2004-HQ4, Class A5 4.59%, 4/14/40	$	190	$	192,114
Series 2005-HQ5, Class A4 5.168%, 1/14/42		495		524,206
Series 2006-IQ12, Class A4 5.332%, 12/15/43		780		798,393
Series 2007-IQ13, Class A4 5.364%, 3/15/44		90		88,593
Series 2007-T27, Class A4 5.802%, 6/11/42		210		219,994
Wachovia Bank Commercial Mortgage Trust
Series 2006-C27, Class A3 5.765%, 7/15/45		630		660,553
Series 2007-C31, Class A4 5.509%, 4/15/47		190		177,991
Series 2007-C32, Class A3 5.929%, 6/15/49		625		600,692
				16,944,836
NON-AGENCY FLOATING RATE CMBS–0.0%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 0.791%, 3/06/20(b)(e)		75		65,867
Total Commercial Mortgage-Backed Securities (cost $16,162,198)				17,010,703
CORPORATES–NON-INVESTMENT GRADES–1.6%
INDUSTRIAL–1.0%
BASIC–0.2%
Ineos Group Holdings PLC 8.50%, 2/15/16(b)		75		58,500
Steel Capital SA for OAO Severstal 9.75%, 7/29/13(b)		100		107,250
Stora Enso Oyj 7.375%, 5/15/11		175		182,438
United States Steel Corp.
5.65%, 6/01/13		426		430,260
6.05%, 6/01/17		10		9,500
Westvaco Corp. 8.20%, 1/15/30		15		15,827
Weyerhaeuser Co. 7.375%, 3/15/32		110		108,670
				912,445
CAPITAL GOODS–0.2%
Case New Holland, Inc.
7.125%, 3/01/14		85		87,975
7.875%, 12/01/17(b)		146		147,095
Hanson Australia Funding Ltd. 5.25%, 3/15/13		120		118,200
Masco Corp. 6.125%, 10/03/16		530		512,803

15

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

Company	Principal Amount (000)		U.S. $ Value
Mohawk Industries, Inc. 6.875%, 1/15/16(c)	$	245	$	249,288
Textron Financial Corp. 5.40%, 4/28/13		53		55,111
				1,170,472
COMMUNICATIONS– MEDIA–0.1%
CCO Holdings LLC / CCO Holdings Capital Corp.
7.875%, 4/30/18(b)		63		63,315
8.125%, 4/30/20(b)		22		22,495
Clear Channel Communications, Inc. 5.50%, 9/15/14		185		101,750
CSC Holdings LLC 8.50%, 4/15/14		110		114,675
Interpublic Group of Cos., Inc. (The) 6.25%, 11/15/14		189		189,945
Univision Communications, Inc. 12.00%, 7/01/14(b)		36		38,610
				530,790
COMMUNICATIONS– TELECOMMUNICATIONS–0.0%
Qwest Communications International, Inc.
7.50%, 2/15/14(c)		25		25,062
Series B 7.50%, 2/15/14		15		15,038
Windstream Corp. 7.875%, 11/01/17		120		117,150
				157,250
CONSUMER CYCLICAL– AUTOMOTIVE–0.0%
Goodyear Tire & Rubber Co. (The) 9.00%, 7/01/15		160		164,400
CONSUMER CYCLICAL–OTHER–0.1%
Starwood Hotels & Resorts Worldwide, Inc.
6.25%, 2/15/13		250		259,375
7.875%, 5/01/12(c)		212		227,900
Wyndham Worldwide Corp. 6.00%, 12/01/16		70		67,912
				555,187
CONSUMER CYCLICAL–RETAILERS–0.1%
JC Penney Co., Inc. 5.65%, 6/01/20		385		376,337
Limited Brands, Inc. 6.90%, 7/15/17		25		25,063
				401,400

Company	Principal Amount (000)			U.S. $ Value
CONSUMER NON-CYCLICAL–0.2%
Bausch & Lomb, Inc. 9.875%, 11/01/15	$		130	$	133,575
HCA, Inc.
7.875%, 2/15/20			115		118,306
8.50%, 4/15/19			35		37,100
Mylan, Inc.
7.625%, 7/15/17(b)			30		30,600
7.875%, 7/15/20(b)			165		168,300
Universal Health Services, Inc. 7.125%, 6/30/16			320		324,717
					812,598
ENERGY–0.1%
Tesoro Corp. 6.50%, 6/01/17			185		169,275
TRANSPORTATION– AIRLINES–0.0%
UAL 2007-1 Pass Through Trust
Series 071A 6.636%, 7/02/22			76		69,183
					4,943,000
FINANCIAL INSTITUTIONS–0.4%
BANKING–0.3%
ABN Amro Bank NV 4.31%, 3/10/16		EUR	90		69,336
BankAmerica Capital II
Series 2 8.00%, 12/15/26	$		94		91,180
Commerzbank Capital Funding Trust I 5.012%, 4/12/16(f)		EUR	200		127,176
LBG Capital No.1 PLC 8.00%, 6/15/20(b)	$		615		476,625
RBS Capital Trust III 5.512%, 9/30/14			125		61,875
Regions Financial Corp. 6.375%, 5/15/12			275		271,484
Union Planters Corp. 7.75%, 3/01/11			183		185,536
					1,283,212
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc.
5.00%, 1/14/11(f)			80		15,800
6.20%, 9/26/14(f)			33		6,517
7.875%, 11/01/09–8/15/10(f)			370		73,075
Series G 4.80%, 3/13/14(f)			42		8,295
					103,687
FINANCE–0.0%
American General Finance Corp.
5.85%, 6/01/13			100		88,000

16

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Series I 4.875%, 7/15/12	$	45	$	40,725
International Lease Finance Corp. 5.65%, 6/01/14		28		24,850
				153,575
INSURANCE–0.1%
ING Capital Funding TR III 8.439%, 12/31/10		200		174,000
Liberty Mutual Group, Inc. 7.80%, 3/15/37(b)		65		53,300
XL Capital Ltd. Series E 6.50%, 4/15/17		245		169,050
				396,350
				1,936,824
UTILITY–0.2%
ELECTRIC–0.2%
AES Corp. (The) 7.75%, 3/01/14–10/15/15		160		162,500
CMS Energy Corp. 8.75%, 6/15/19		165		182,175
Dynegy Holdings, Inc. 8.375%, 5/01/16		115		90,994
Edison Mission Energy 7.00%, 5/15/17		95		60,800
NRG Energy, Inc.
7.25%, 2/01/14		270		273,712
7.375%, 2/01/16		35		34,825
RRI Energy, Inc. 7.625%, 6/15/14		95		93,575
				898,581
Total Corporates–Non-Investment Grades (cost $7,939,021)				7,778,405
AGENCIES–1.2%
AGENCY DEBENTURES–1.2%
Citigroup Funding, Inc.–FDIC Insured 0.267%, 5/05/11(e)		2,175		2,175,790
Federal National Mortgage Association
6.25%, 5/15/29		740		915,603
6.625%, 11/15/30		2,277		2,961,141
Total Agencies (cost $5,835,995)				6,052,534
ASSET-BACKED SECURITIES–0.6%
CREDIT CARDS–FLOATING RATE–0.4%
Chase Issuance Trust Series 2007-A1, Class A1 0.37%, 3/15/13(e)		640		639,548
Discover Card Master Trust
Series 2010-A1, Class A1 1.00%, 9/15/15(e)		184		184,986
Series 2009-A1, Class A1 1.65%, 12/15/14(e)		190		193,178

Company	Principal Amount (000)		U.S. $ Value
Series 2009-A2, Class A 1.65%, 2/17/15(e)	$	200	$	203,587
MBNA Credit Card Master Note Trust
Series 2005-A9, Class A9 0.39%, 4/15/13(e)		660		659,613
Series 2006-A2, Class A2 0.41%, 6/15/15(e)		170		168,589
				2,049,501
HOME EQUITY LOANS– FLOATING RATE–0.1%
Bear Stearns Asset Backed Securities Trust Series 2007-HE3, Class M1 0.797%, 4/25/37(e)(g)		100		2,174
Home Equity Asset Trust Series 2007-3, Class M1 0.697%, 8/25/37(e)(g)		275		11,274
HSBC Home Equity Loan Trust Series 2007-1, Class M1 0.728%, 3/20/36(e)		365		161,755
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.457%, 11/25/36(e)		217		153,976
Newcastle Mortgage Securities Trust Series 2007-1, Class 2A1 0.477%, 4/25/37(e)		178		125,699
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.707%, 3/25/37(e)(g)		125		1,394
Residential Asset Securities Corp. Series 2003-KS3, Class A2 0.947%, 5/25/33(e)		1		876
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 0.477%, 7/25/37(e)		300		161,038
				618,186
HOME EQUITY LOANS– FIXED RATE–0.1%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		445		204,832
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33		179		153,724
				358,556
Total Asset-Backed Securities (cost $4,166,267)				3,026,243

17

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

Company	Principal Amount (000)		U.S. $ Value
GOVERNMENTS–SOVEREIGN BONDS–0.5%
BRAZIL–0.1%
Republic of Brazil 8.25%, 1/20/34	$	555	$	732,600
CROATIA–0.1%
Republic of Croatia 6.75%, 11/05/19(b)		450		471,082
LITHUANIA–0.1%
Republic of Lithuania 6.75%, 1/15/15(b)		435		455,893
PERU–0.1%
Republic of Peru 8.75%, 11/21/33		405		549,787
POLAND–0.0%
Republic of Poland 6.375%, 7/15/19		60		65,100
RUSSIA–0.1%
Russian Federation 7.50%, 3/31/30(b)(c)		285		321,506
Total Governments–Sovereign Bonds (cost $2,445,562)				2,595,968
CMOS–0.5%
AGENCY FLOATING RATE–0.4%
Fannie Mae REMICS
Series 2005-83, Class KT 0.647%, 10/25/35(e)		520		517,043
Series 2005-99, Class AF 0.697%, 12/25/35(e)		511		509,344
Series 2006-46, Class CF 0.767%, 6/25/36(e)		510		509,997
Series 2006-20, Class BF 0.757%, 4/25/36(e)		459		458,625
				1,995,009
NON-AGENCY ARMS–0.0%
Citigroup Mortgage Loan Trust, Inc.
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(e)		101		67,160
NON-AGENCY FLOATING RATE–0.0%
Countrywide Alternative Loan Trust
Series 2005-62, Class 2A1 1.413%, 12/25/35(e)		44		24,263
Series 2006-OA14, Class 3A1 1.271%, 11/25/46(e)		167		71,826
Series 2007-OA3, Class M1 0.657%, 4/25/47(e)(g)		185		753
				96,842
NON-AGENCY FIXED RATE–0.1%
Bear Stearns Alt-A Trust
Series 2006-1, Class 22A1 5.09%, 2/25/36		159		99,536

Company	Principal Amount (000)		U.S. $ Value
Series 2006-3, Class 22A1 5.638%, 5/25/36	$	215	$	102,599
Series 2007-1, Class 21A1 5.453%, 1/25/47		54		32,459
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4 5.135%, 5/25/35		81		70,436
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.724%, 5/25/36		67		40,970
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36		60		53,761
				399,761
Total CMOs (cost $3,116,413)				2,558,772
GOVERNMENTS–SOVEREIGN AGENCIES–0.4%
UNITED KINGDOM–0.4%
Royal Bank of Scotland PLC (The)
1.45%, 10/20/11(b)		1,338		1,340,533
2.625%, 5/11/12(b)		695		710,837
Total Governments–Sovereign Agencies (cost $2,032,260)				2,051,370
INFLATION-LINKED SECURITIES–0.4%
UNITED STATES–0.4%
U.S. Treasury Inflation Index 3.00%, 7/15/12 (TIPS) (cost $1,799,566)		1,734		1,844,453
QUASI-SOVEREIGNS–0.2%
RUSSIA–0.1%
RSHB Capital SA for OJSC Russian Agricultural Bank 7.75%, 5/29/18(b)		486		518,805
MALAYSIA–0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(b)		460		483,648
KAZAKHSTAN–0.0%
KazMunaiGaz Finance Sub BV 7.00%, 5/05/20(b)		251		251,954
Total Quasi-Sovereigns (cost $1,196,260)				1,254,407
PREFERRED STOCKS–0.2%
UTILITY–0.1%
OTHER UTILITY–0.1%
DTE Energy Trust I 7.80%		20,000		520,400

18

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)	$	200	$	208,000
FINANCIAL INSTITUTIONS–0.0%
FINANCE–0.0%
Citigroup Capital XII 8.50%		7,000		175,000
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%		4,750		1,615
Federal National Mortgage Association 8.25%		5,750		1,955
				3,570
Total Preferred Stocks (cost $1,170,116)				906,970
	Principal Amount (000)
LOCAL GOVERNMENTS– MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
State of California 7.625%, 3/01/40 (cost $464,647)	$	455		491,614

Company	Shares		U.S. $ Value
WARRANTS–0.0%
FINANCIALS–0.0%
Aldar Properties, Merrill Lynch, expiring 10/22/12(a)		319,700	$	236,418
Henderson Land Development, expiring 6/01/11(a)		19,400		3,289
Total Warrants (cost $382,980)				239,707
	Principal Amount (000)
EMERGING MARKETS–CORPORATE BONDS–0.0%
INDUSTRIAL–0.0%
ENERGY–0.0%
Ecopetrol SA 7.625%, 7/23/19 (cost $124,582)	$	125		141,563
SHORT-TERM INVESTMENTS–4.1%
TIME DEPOSIT–4.1%
State Street Time Deposit 0.01%, 7/01/10 (cost $20,525,000)		20,525		20,525,000
TOTAL INVESTMENTS–101.5% (cost $502,590,683)				514,563,858
Other assets less liabilities–(1.5)%				(7,598,657	)
NET ASSETS–100.0%			$	506,965,201

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50	5	September 2010	$	153,476	$	157,014	$	3,538
TOPIX INDEX	3	September 2010		289,285		284,510		(4,775	)
							$	(1,237	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/16/10	217	$	190,131	$	181,713	$	(8,418	)
Australian Dollar settling 8/16/10	328		295,922		274,662		(21,260	)
Australian Dollar settling 8/16/10	490		435,012		410,319		(24,693	)

19

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

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
Australian Dollar settling 8/16/10	309	$	283,677	$	258,752	$	(24,925	)
Australian Dollar settling 8/16/10	1,249		1,073,978		1,045,894		(28,084	)
Australian Dollar settling 8/16/10	571		525,531		478,147		(47,384	)
Australian Dollar settling 8/16/10	1,983		1,764,751		1,660,534		(104,217)
British Pound settling 8/16/10	725		1,073,471		1,083,190		9,719
British Pound settling 8/16/10	266		394,568		397,419		2,851
British Pound settling 8/16/10	378		565,480		564,753		(727	)
British Pound settling 8/16/10	819		1,225,208		1,223,632		(1,576	)
British Pound settling 8/16/10	1,179		1,780,302		1,761,492		(18,810	)
British Pound settling 9/15/10	377		564,829		563,254		(1,575	)
British Pound settling 9/15/10	900		1,348,398		1,344,638		(3,760	)
Canadian Dollar settling 8/16/10	96		90,799		90,155		(644	)
Canadian Dollar settling 8/16/10	168		158,898		157,770		(1,128	)
Canadian Dollar settling 8/16/10	224		214,969		210,361		(4,608	)
Canadian Dollar settling 9/15/10	635		608,494		596,206		(12,288	)
Euro settling 8/16/10	1,123		1,379,347		1,373,569		(5,778	)
Euro settling 8/16/10	2,187		2,681,415		2,674,973		(6,442	)
Euro settling 8/16/10	489		605,988		598,108		(7,880	)
Euro settling 8/16/10	1,008		1,249,154		1,232,910		(16,244	)
Japanese Yen settling 8/16/10	285,045		3,076,346		3,226,254		149,908
Japanese Yen settling 8/16/10	242,049		2,612,115		2,739,608		127,493
Japanese Yen settling 8/16/10	113,554		1,255,781		1,285,250		29,469
Japanese Yen settling 8/16/10	74,568		817,775		843,991		26,216
Japanese Yen settling 8/16/10	5,918		65,447		66,982		1,535
Japanese Yen settling 9/15/10	74,431		803,608		842,877		39,269
Japanese Yen settling 9/15/10	53,189		584,501		602,327		17,826
Japanese Yen settling 9/15/10	33,719		373,154		381,843		8,689
New Zealand Dollar settling 8/16/10	959		677,418		655,666		(21,752	)
New Zealand Dollar settling 9/15/10	1,935		1,359,880		1,319,955		(39,925	)
Norwegian Krone settling 8/16/10	6,919		1,064,820		1,060,766		(4,054	)
Norwegian Krone settling 8/16/10	2,819		442,793		432,186		(10,607	)
Norwegian Krone settling 8/16/10	5,963		926,047		914,200		(11,847	)
Norwegian Krone settling 8/16/10	946		159,814		145,033		(14,781	)
Norwegian Krone settling 8/16/10	11,228		1,814,333		1,721,388		(92,945	)
Norwegian Krone settling 8/16/10	12,667		2,046,378		1,942,004		(104,374	)
Norwegian Krone settling 9/15/10	3,638		538,668		556,926		18,258
Norwegian Krone settling 9/15/10	3,952		605,882		604,995		(887	)
Swedish Krona settling 8/16/10	8,745		1,125,342		1,121,517		(3,825	)
Swedish Krona settling 8/16/10	6,612		853,179		847,967		(5,212	)
Swedish Krona settling 8/16/10	2,065		288,200		264,829		(23,371	)
Swedish Krona settling 8/16/10	2,518		352,245		322,925		(29,320	)
Swedish Krona settling 8/16/10	12,837		1,691,324		1,646,302		(45,022	)
Swedish Krona settling 8/16/10	13,657		1,797,272		1,751,465		(45,807	)
Swiss Franc settling 8/16/10	509		457,154		472,593		15,439
Swiss Franc settling 8/16/10	1,145		1,080,128		1,063,102		(17,026	)
Sale Contracts:
Australian Dollar settling 8/16/10	733		636,427		613,803		22,624
Australian Dollar settling 8/16/10	689		593,236		576,958		16,278

20

AllianceBernstein Variable Products Series Fund

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Sale Contracts: (continued)
Australian Dollar settling 8/16/10	249	$	207,158	$	208,509	$	(1,351	)
Australian Dollar settling 8/16/10	776		646,664		649,811		(3,147	)
Australian Dollar settling 8/16/10	636		520,617		532,577		(11,960	)
Australian Dollar settling 9/15/10	407		337,989		339,613		(1,624	)
British Pound settling 8/16/10	258		388,553		385,466		3,087
British Pound settling 8/16/10	145		213,137		216,638		(3,501	)
British Pound settling 8/16/10	481		712,039		718,641		(6,602	)
British Pound settling 8/16/10	622		899,636		929,303		(29,667	)
British Pound settling 8/16/10	2,775		4,067,651		4,146,005		(78,354	)
British Pound settling 9/15/10	177		261,999		264,446		(2,447	)
British Pound settling 9/15/10	723		1,045,791		1,080,193		(34,402	)
Canadian Dollar settling 8/16/10	1,672		1,640,116		1,570,194		69,922
Canadian Dollar settling 8/16/10	1,395		1,370,267		1,310,060		60,207
Canadian Dollar settling 8/16/10	655		645,085		615,118		29,967
Canadian Dollar settling 8/16/10	260		259,849		244,169		15,680
Canadian Dollar settling 8/16/10	178		177,263		167,162		10,101
Canadian Dollar settling 8/16/10	146		145,388		137,110		8,278
Canadian Dollar settling 8/16/10	314		302,068		294,881		7,187
Canadian Dollar settling 9/15/10	848		828,311		796,193		32,118
Canadian Dollar settling 9/15/10	1,831		1,734,411		1,719,139		15,272
Canadian Dollar settling 9/15/10	519		502,556		487,293		15,263
Canadian Dollar settling 9/15/10	268		253,776		251,627		2,149
Euro settling 8/16/10	3,056		3,840,109		3,737,869		102,240
Euro settling 8/16/10	1,741		2,191,362		2,129,460		61,902
Euro settling 8/16/10	1,548		1,918,746		1,893,397		25,349
Euro settling 8/16/10	390		496,155		477,019		19,136
Euro settling 8/16/10	800		984,248		978,500		5,748
Euro settling 8/16/10	336		414,725		410,970		3,755
Euro settling 8/25/10	164		201,074		200,095		979
Euro settling 9/15/10	514		633,114		628,797		4,317
Euro settling 9/15/10	187		223,486		228,765		(5,279	)
Japanese Yen settling 8/16/10	19,440		217,413		220,030		(2,617	)
Japanese Yen settling 8/16/10	45,948		515,314		520,058		(4,744	)
Japanese Yen settling 8/16/10	21,521		236,877		243,583		(6,706	)
Japanese Yen settling 8/16/10	92,033		1,029,279		1,041,666		(12,387	)
Japanese Yen settling 8/16/10	96,455		1,058,178		1,091,717		(33,539	)
Japanese Yen settling 8/16/10	247,967		2,682,087		2,806,590		(124,503)
Norwegian Krone settling 8/16/10	8,181		1,263,893		1,254,247		9,646
Norwegian Krone settling 8/16/10	5,528		845,641		847,509		(1,868	)
Swedish Krona settling 8/16/10	1,419		184,851		181,982		2,869
Swedish Krona settling 8/16/10	10,755		1,379,009		1,379,293		(284	)
Swedish Krona settling 8/16/10	7,815		988,890		1,002,248		(13,358	)
Swiss Franc settling 8/16/10	491		453,529		455,880		(2,351	)
Swiss Franc settling 8/16/10	190		165,570		176,410		(10,840	)
Swiss Franc settling 8/16/10	2,189		1,968,171		2,032,427		(64,256	)
Swiss Franc settling 8/16/10	1,135		980,494		1,053,817		(73,323	)

(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, 2010, the aggregate market value of these securities amounted to $14,295,187 or 2.8% of net assets.

21

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

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2010.

(d) Variable rate coupon, rate shown as of June 30, 2010.

(e) Floating Rate Security. Stated interest rate was in effect at June 30, 2010.

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

(g) Illiquid security.

The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of June 30, 2010, the fund’s total exposure to subprime investments was 0.30% of net assets. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).

Currency Abbreviations:

EUR—Euro

HKD—Hong Kong Dollar

JPY—Japanese Yen

Glossary:

ADR—American Depository Receipt

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

CMOs—Collateralized Mortgage Obligations

FDIC—Federal Deposit Insurance Corporation

FDR—Fiduciary Depositary Receipt

GDR—Global Depository Receipt

LP—Limited Partnership

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

22

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $502,590,683)	$	514,563,858
Cash		25,681	(a)
Foreign currencies, at value (cost $1,257,038)		1,255,508
Receivable for investment securities sold and foreign currency transactions		8,059,327
Interest and dividends receivable		2,285,904
Unrealized appreciation of forward currency exchange contracts		990,746
Receivable for capital stock sold		162,231
Total assets		527,343,255
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		18,309,468
Unrealized depreciation of forward currency exchange contracts		1,340,306
Advisory fee payable		234,755
Payable for capital stock redeemed		188,193
Distribution fee payable		93,075
Administrative fee payable		19,665
Payable for variation margin on futures contracts		3,684
Transfer Agent fee payable		157
Accrued expenses		188,751
Total liabilities		20,378,054
NET ASSETS	$	506,965,201
COMPOSITION OF NET ASSETS
Capital stock, at par	$	51,604
Additional paid-in capital		561,512,110
Undistributed net investment income		1,239,611
Accumulated net realized loss on investment and foreign currency transactions		(67,465,712	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		11,627,588
	$	506,965,201

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	64,054,418	6,480,134	$	9.88
B	$	442,910,783	45,124,295	$	9.82

(a) An amount of $24,123 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2010.

See notes to financial statements.

23

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $236,696)	$	4,045,234
Interest (net of foreign taxes withheld of $440)		3,753,386
		7,798,620
EXPENSES
Advisory fee (see Note B)		1,462,460
Distribution fee—Class B		576,763
Transfer agency—Class A		325
Transfer agency—Class B		2,127
Custodian		137,300
Printing		93,575
Administrative		39,820
Audit		17,740
Legal		16,050
Directors’ fees		1,848
Miscellaneous		18,720
Total expenses		2,366,728
Net investment income		5,431,892
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		13,296,141
Futures contracts		(28,529	)
Foreign currency transactions		1,206,654
Net change in unrealized appreciation/depreciation of:
Investments		(45,569,707	)
Futures contracts		(11,503	)
Foreign currency denominated assets and liabilities		(604,902	)
Net loss on investment and foreign currency transactions		(31,711,846	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(26,279,954	)

See notes to financial statements.

24

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

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,431,892		$	10,269,511
Net realized gain (loss) on investment and foreign currency transactions		14,474,266			(41,276,067	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(46,186,112	)		131,058,481
Net increase (decrease) in net assets from operations		(26,279,954	)		100,051,925
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,880,068	)		(716,042	)
Class B		(11,886,233	)		(3,162,663	)
Capital Stock Transactions
Net increase		15,222,121			82,128,184
Total increase (decrease)		(24,824,134	)		178,301,404
NET ASSETS
Beginning of period		531,789,335			353,487,931
End of period (including undistributed net investment income of $1,239,611 and $9,574,020, respectively)	$	506,965,201		$	531,789,335

See notes to financial statements.

25

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

26

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks
Financials	$	54,264,259		$	37,239,441		$	–0	–	$	91,503,700
Consumer Discretionary		33,830,222			9,420,380			–0	–		43,250,602
Information Technology		34,175,076			5,988,399			–0	–		40,163,475
Health Care		26,261,218			5,060,420			–0	–		31,321,638
Energy		24,206,419			5,602,948			–0	–		29,809,367
Consumer Staples		16,284,707			9,300,129			–0	–		25,584,836
Industrials		16,011,057			9,542,866			7,356			25,561,279
Materials		6,085,574			5,393,600			–0	–		11,479,174
Telecommunication Services		4,821,022			3,241,280			–0	–		8,062,302
Utilities		3,110,698			1,611,117			–0	–		4,721,815
Corporates—Investment Grades		–0	–		55,304,059			368,902			55,672,961
Governments—Treasuries		–0	–		52,346,209			–0	–		52,346,209
Mortgage Pass-Thru’s		–0	–		28,933,507			–0	–		28,933,507
Commercial Mortgage-Backed Securities		–0	–		14,181,485			2,829,218			17,010,703
Corporates—Non-Investment Grades		–0	–		7,384,505			69,183			7,453,688
Agencies		–0	–		6,052,534			–0	–		6,052,534
Asset-Backed Securities		–0	–		2,049,501			976,742			3,026,243
Governments—Sovereign Bonds		–0	–		2,595,968			–0	–		2,595,968
CMOs		–0	–		1,995,009			563,763			2,558,772
Governments—Sovereign Agencies		–0	–		2,051,370			–0	–		2,051,370
Inflation-Linked Securities		–0	–		1,844,454			–0	–		1,844,454
Quasi-Sovereigns		–0	–		1,254,407			–0	–		1,254,407
Preferred Stocks		698,970			208,000			–0	–		906,970
Local Governments—Municipal Bonds		–0	–		491,614			–0	–		491,614
Warrants		3,289			–0	–		236,418			239,707
Emerging Markets—Corporate Bonds		–0	–		141,563			–0	–		141,563
Short-Term Investments		–0	–		20,525,000			–0	–		20,525,000
Total Investments in Securities		219,752,511			289,759,765	+		5,051,582			514,563,858

27

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

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets
Futures Contracts	$	3,538		$	–0	–	$	–0	–	$	3,538
Forward Currency Exchange Contracts		–0	–		990,746			–0	–		990,746
Liabilities
Futures Contracts		(4,775	)		–0	–		–0	–		(4,775	)
Forward Currency Exchange Contracts		–0	–		(1,340,306	)		–0	–		(1,340,306	)
Total	$	219,751,274		$	289,410,205		$	5,051,582		$	514,213,061

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

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

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

	Industrials			Corporates  - - Investment Grades			Commercial Mortgage- Backed Securities			Corporates - Non-Investment Grades
Balance as of 12/31/09	$	–0	–	$	368,661		$	871,864		$	65,766
Accrued discounts /premiums		–0	–		(74	)		8,341			53
Realized gain (loss)		–0	–		–0	–		11			35
Change in unrealized appreciation/depreciation		(227	)		315			377,442			5,091
Net purchases (sales)		7,583			–0	–		(1,618	)		(1,762	)
Transfers into Level 3		–0	–		–0	–		1,573,178			–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–		–0	–
Balance as of 6/30/10	$	7,356		$	368,902		$	2,829,218		$	69,183
Net change in unrealized appreciation/depreciation from Investments held as of 06/30/10*	$	(227	)	$	316		$	373,134		$	5,091
	Asset- Backed Securities			CMOs			Warrants			Total
Balance as of 12/31/09	$	982,613		$	623,013		$	426,096		$	3,338,013
Accrued discounts /premiums		782			(10	)		–0	–		9,092
Realized gain (loss)		4,163			(6,320	)		(141,943	)		(144,054	)
Change in unrealized appreciation/depreciation		146,835			276,535			(47,735	)		758,256
Net purchases (sales)		(157,651	)		(329,455	)		–0	–		(482,903	)
Transfers into Level 3		–0	–		–0	–		–0	–		1,573,178
Transfers out of Level 3		–0	–		–0	–		–0	–		–0	–
Balance as of 6/30/10	$	976,742		$	563,763		$	236,418		$	5,051,582
Net change in unrealized appreciation/depreciation from Investments held as of 06/30/10*	$	147,400		$	5,991		$	(121,280	)	$	410,425

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

3. Currency Translation

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

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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.

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

8. Repurchase Agreements

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of 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, 2010, there were no expenses waived by the Adviser.

29

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,820.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $241,204, of which $0 and $79, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	183,094,249	$	175,499,359
U.S. government securities		92,813,969		91,688,679

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	$	35,496,592
Gross unrealized depreciation		(23,523,417	)
Net unrealized appreciation	$	11,973,175

1. Derivative Financial Instruments

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

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

• Futures Contracts

The Portfolio may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market or for investment purposes. The Portfolio bears the market risk that arises from

30

AllianceBernstein Variable Products Series Fund

changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

31

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

Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

At June 30, 2010, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	990,746	Unrealized depreciation of forward currency exchange contracts	$	1,340,306
Equity contracts				Payable for variation margin on futures contracts		1,237	*
Total		$	990,746		$	1,341,543

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,266,651		$	(609,895	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(28,529	)		(11,503	)
Total		$	1,238,122		$	(621,398	)

For the six months ended June 30, 2010, the average monthly principal amount of foreign currency exchange contracts was $74,477,761 and average monthly original value of futures contracts was $472,472.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase

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AllianceBernstein Variable Products Series Fund

(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, 2010, the Portfolio earned drop income of $100,860 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, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	102,525		487,229		$	1,097,174		$	4,520,608
Shares issued in reinvestment of dividends	175,872		79,384			1,880,068			716,042
Shares redeemed	(655,371	)	(1,532,263	)		(6,982,845	)		(13,836,172	)
Net decrease	(376,974	)	(965,650	)	$	(4,005,603	)	$	(8,599,522	)
Class B
Shares sold	3,604,114		14,055,879		$	38,116,037		$	127,281,365
Shares issued in reinvestment of dividends	1,119,231		352,582			11,886,233			3,162,663
Shares redeemed	(2,934,614	)	(4,410,508	)		(30,774,546	)		(39,716,322	)
Net increase	1,788,731		9,997,953		$	19,227,724		$	90,727,706

NOTE F: Risks Involved in Investing in the Portfolio

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

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

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

33

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	3,878,705		$	7,609,285
Long-term capital gains		–0	–		5,290,837
Total distributions paid	$	3,878,705		$	12,900,122

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	13,550,294
Accumulated capital and other losses		(71,259,080	)(a)
Unrealized appreciation/(depreciation)		43,138,847	(b)
Total accumulated earnings/(deficit)	$	(14,569,939	)(c)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $71,142,562 of which $2,981,323 expires in the year 2015, $17,895,700 expires in the year 2016 and $50,265,539 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. As a result of the merger with AllianceBernstein Balanced Shares Portfolio into the Portfolio, various limitations and reductions regarding the future utilization of certain capital loss carryforwards were applied, based on certain provisions in the Internal Revenue Code. For the year ended December 31, 2009, the Portfolio had deferred straddle losses of $116,518.

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

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

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and

34

AllianceBernstein Variable Products Series Fund

restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

35

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,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.66		$8.63		$13.05		$12.87		$11.39		$10.69
Income From Investment Operations
Net investment income (a)	.12		.24		.22	(b)	.31	(b)	.25	(b)	.18	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.61	)	1.89		(3.97	)	.41		1.32		.60
Contributions from Adviser	–0	–	–0	–	.00	(c)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(.49	)	2.13		(3.75	)	.72		1.57		.78
Less: Dividends and Distributions
Dividends from net investment income	(.29	)	(.10	)	(.39	)	(.32	)	(.09	)	(.05	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	–0	–	(.28	)	(.22	)	–0	–	(.03	)
Total dividends and distributions	(.29	)	(.10	)	(.67	)	(.54	)	(.09	)	(.08	)
Net asset value, end of period	$9.88		$10.66		$8.63		$13.05		$12.87		$11.39
Total Return
Total investment return based on net asset value (d)	(4.80	)%*	24.88	%*	(30.01	)%*	5.55	%	13.92	%	7.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$64,054		$73,120		$67,526		$10		$11,111		$9,746
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.67	%(e)(f)	.69	%	.75	%(f)	.76	%	.99	%(f)	1.20	%
Expenses, before waivers/reimbursements	.67	%(e)(f)	.69	%	.78	%(f)	.85	%	1.07	%(f)	1.54	%
Net investment income	2.25	%(e)(f)	2.66	%	3.08	%(b)(f)	2.33	%(b)	2.08	%(b)(f)	1.64	%(b)
Portfolio turnover rate	51	%	85	%	93	%	77	%	203	%	139	%

See footnote summary on page 38.

36

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.58		$8.58		$12.97		$12.81		$11.34		$10.67
Income From Investment Operations
Net investment income (a)	.11		.22		.26	(b)	.27	(b)	.22	(b)	.15	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.60	)	1.86		(4.02	)	.41		1.33		.60
Contributions from Adviser	–0	–	–0	–	.00	(c)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(.49	)	2.08		(3.76	)	.68		1.55		.75
Less: Dividends and Distributions
Dividends from net investment income	(.27	)	(.08	)	(.35	)	(.30	)	(.08	)	(.05	)
Distributions from net realized gain on investment and foreign currency transactions	–0	–	–0	–	(.28	)	(.22	)	–0	–	(.03	)
Total dividends and distributions	(.27	)	(.08	)	(.63	)	(.52	)	(.08	)	(.08	)
Net asset value, end of period	$9.82		$10.58		$8.58		$12.97		$12.81		$11.34
Total Return
Total investment return based on net asset value (d)	(4.82	)%*	24.45	%*	(30.20	)%*	5.26	%	13.75	%	7.01	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$442,911		$458,669		$285,962		$211,440		$124,992		$64,325
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.92	%(e)(f)	.95	%	1.00	%(f)	1.01	%	1.23	%(f)	1.45	%
Expenses, before waivers/reimbursements	.92	%(e)(f)	.95	%	1.02	%(f)	1.07	%	1.31	%(f)	1.77	%
Net investment income	2.01	%(e)(f)	2.36	%	2.48	%(b)(f)	2.11	%(b)	1.84	%(b)(f)	1.31	%(b)
Portfolio turnover rate	51	%	85	%	93	%	77	%	203	%	139	%

See footnote summary on page 38.

37

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009 and December 31, 2008 by 0.02%, 0.06% and 0.10%, respectively.

See notes to financial statements.

38

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Wealth Strategy Portfolio² (the “Portfolio”).³ The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

INVESTMENT ADVISORY FEES, EXPENSE REIMBURSEMENTS & CAPS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories ⁴ of funds with almost all funds in each category having the same advisory fee schedule.⁵

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/09 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	413.2	Balanced Wealth Strategy Portfolio

1 It should be noted that the information in the fee summary was completed on July 23, 2009 and presented to the Board of Directors on August 4-6, 2009.

2 The Portfolio merged with AllianceBernstein Variable Products Series Fund – Balanced Shares Portfolio (“Balanced Shares Portfolio”) on September 26, 2008. Therefore, the Portfolio’s expenses for the fiscal year ending December 31, 2008 is not inclusive of Balanced Shares Portfolio’s expenses from January 1, 2008 through September 25, 2008.

3 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.

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

5 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG. AllianceBernstein Balanced Shares, Inc., which the Adviser also manages, has lower breakpoints in its advisory fee schedule compared to the Balanced category: 60 bp on the first $200 million, 50 bp on the next $200 million, 40 bp on the balance.

39

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

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $92,750 (0.04% of the Portfolio’s average daily net assets) for such services but waived $22,000 (0.01%) of the expense reimbursement.

The Adviser agreed to waive that portion of its management fees and/or reimburse a portion of the Portfolio’s total operating expense to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The waiver is terminable by the Adviser on May 1^st of each year upon at least 60 days of written notice. Also set forth below are the Portfolio’s gross expense ratios as of December 31, 2008:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/08)	Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A      0.75% Class B       1.00%	0.78% 1.02%	December 31

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a substantially similar investment style as the Portfolio.⁶ With respect to the Portfolio, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

6 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

40

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Balanced Wealth Strategy, a retail mutual fund, which has a similar investment style as the Portfolio. It should be noted that AllianceBernstein Balanced Shares, Inc., a retail mutual fund that is substantially similar as Balanced Shares Portfolio, which Balanced Wealth Strategy Portfolio acquired in September 2008, has an advisory fee schedule with breakpoints lower than the category fee schedule contemplated by the Adviser’s agreement with the NYAG.⁷ Set forth below is the fee schedule of AllianceBernstein Balanced Wealth Strategy:⁸

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule
Balanced Wealth Strategy Portfolio	Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance

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

Portfolio	Luxembourg Fund	Fee
Balanced Wealth Strategy	Global Balanced Portfolio
	Class A9	1.40%
	Class I (Institutional)	0.70%

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

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

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. 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”)¹¹ at the approximate current asset level of the Portfolio.¹²

7 There was no change to the advisory fee schedule of AllianceBernstein Balanced Shares, Inc. since the retail mutual fund had already lower breakpoints than that of the NYAG related category: 60 bp on first $200 million, 50 bp on the next $200 million, 40 bp on the balance.

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

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

10 This ITM fund is privately placed or institutional.

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

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

41

BALANCED WEALTH STRATEGY 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 Fee13	Lipper Group Median (%)	Rank
Balanced Wealth Strategy Portfolio	0.550	0.650	5/11

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 EU¹⁴ 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. Supplemental pro-forma information (shown in bold and italicized) is also provided to illustrate the effect of the Portfolio’s merger with Balanced Shares Portfolio on the Balanced Wealth Strategy’s Portfolio’s total expense ratio.¹⁵

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper utilizes but given bear market conditions during 2008, especially the last three months of 2008, the effects on the Portfolio’s total expense ratios caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁶

Portfolio	Expense Ratio (%)17	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Balanced Wealth Strategy Portfolio	0.750	0.720	6/11	0.713	14/25
pro-forma	0.690	0.720	6/11	0.713	12/25

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a pro forma total expense ratio basis. In addition to Lipper’s expense comparisons, the fee evaluation presented the Portfolio’s monthly net assets and unaudited advisory fee and total expense ratio run rates from December 31, 2007 through April 30, 2009. ¹⁸

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

At the May 5, 2009 Board meeting, members of the Adviser’s Controller’s Office presented the Adviser’s revenue and expenses associated with providing services to the Portfolios. See discussion below in Section IV.

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2008, relative to 2007.

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

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 The pro-forma expense ratio shows what would have been the total expense ratio of the Portfolio had the Portfolio’s merger been in effect for the full fiscal year (from January 31, 2008 through December 31, 2008).

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

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

18 Unaudited information on the Portfolio’s advisory fee and total expense ratio monthly run rates was provided by the Adviser.

42

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. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset research expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2008, ABI received $611,940 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2008, the Adviser determined that it made payments in the amount of $240,744 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”)¹⁹. For the fiscal year ended December 31, 2008, the Portfolio paid ABIS a fee of approximately $969.²⁰

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 any business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s research expenses and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,²¹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

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

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

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

43

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

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²² study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²³ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $447 billion as of June 30, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 and 3 year net performance rankings of the Portfolio²⁴ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁵ for the periods ended April 30, 2009.²⁶

Portfolio	Portfolio Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
Balanced Wealth Strategy Portfolio
1 year	–28.55	–21.92	–21.86	9/11	78/84
3 year	–7.48	–4.37	–4.52	9/11	55/58

Set forth below are the 1, 3 year and since inception performance returns of the Portfolio (in bold)²⁷ versus its benchmark.

	Periods Ending April 30, 2009 Annualized Net Performance (%)
	1 Year (%)	3 Year (%)	Since Inception (%)28
Balanced Wealth Strategy Portfolio	–28.55	–7.48	–0.92
60% S&P 500 Stock Index / 40% Barclays Capital U.S. Aggregate Bond Index	–21.05	–3.99	0.22
S&P 500 Stock Index	–35.31	–10.76	–3.24
Barclays Capital Aggregate Bond Index	3.84	6.01	4.84
Inception Date: July 1, 2004

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

23 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

24 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.

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

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

28 The Adviser provided Portfolio and benchmark performance return information for periods through April 30, 2009.

44

AllianceBernstein Variable Products Series Fund

CONCLUSION:

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

Dated: August 31, 2009

45

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Growth Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	922.75	$	4.86	1.02	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.74	$	5.11	1.02	%
Class B
Actual	$	1,000	$	921.53	$	6.05	1.27	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.50	$	6.36	1.27	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Apple, Inc.	$	6,590,086	7.7	%
Hewlett-Packard Co.		2,342,746	2.7
McDonald’s Corp.		2,115,086	2.5
PepsiCo, Inc.		2,105,823	2.5
Oracle Corp.		2,103,939	2.5
Intel Corp.		2,065,590	2.4
Cisco Systems, Inc.		2,005,697	2.3
Microsoft Corp.		1,921,335	2.2
Procter & Gamble Co. (The)		1,918,760	2.2
Target Corp.		1,828,632	2.1
	$	24,997,694	29.1	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Information Technology	$	28,915,998	33.8	%
Consumer Discretionary		14,122,583	16.5
Industrials		11,098,696	13.0
Healthcare		10,572,668	12.3
Consumer Staples		8,844,914	10.3
Energy		6,686,422	7.8
Financials		3,268,853	3.8
Materials		1,828,572	2.1
Short-Term Investments		355,000	0.4
Total Investments	$	85,693,706	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.5%
INFORMATION TECHNOLOGY–33.7%
COMMUNICATIONS EQUIPMENT–3.6%
Cisco Systems, Inc.(a)	94,120	$	2,005,697
Juniper Networks, Inc.(a)	47,700		1,088,514
			3,094,211
COMPUTERS & PERIPHERALS–12.9%
Apple, Inc.(a)	26,200		6,590,086
EMC Corp.(a)	60,100		1,099,830
Hewlett-Packard Co.	54,130		2,342,746
NetApp, Inc.(a)	27,570		1,028,637
			11,061,299
INTERNET SOFTWARE & SERVICES–2.8%
Google, Inc.–Class A(a)	3,960		1,762,002
Yahoo!, Inc.(a)	45,200		625,116
			2,387,118
IT SERVICES–2.7%
Cognizant Technology Solutions Corp.–Class A(a)	24,050		1,203,943
Visa, Inc.–Class A	15,960		1,129,170
			2,333,113
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.8%
Broadcom Corp.–Class A	21,400		705,558
Intel Corp.	106,200		2,065,590
KLA-Tencor Corp.	32,800		914,464
Linear Technology Corp.	47,300		1,315,413
			5,001,025
SOFTWARE–5.9%
Microsoft Corp.	83,500		1,921,335
Oracle Corp.	98,040		2,103,939
VMware, Inc.–Class A(a)	16,200		1,013,958
			5,039,232
			28,915,998
CONSUMER DISCRETIONARY–16.5%
AUTO COMPONENTS–0.5%
Johnson Controls, Inc.	16,700		448,729
HOTELS, RESTAURANTS & LEISURE–4.6%
McDonald’s Corp.	32,110		2,115,086
Starbucks Corp.	34,700		843,210
Yum! Brands, Inc.	24,570		959,213
			3,917,509
INTERNET & CATALOG RETAIL–0.9%
Amazon.com, Inc.(a)	6,900		753,894

Company	Shares	U.S. $ Value
MEDIA–3.0%
Comcast Corp.–Class A	68,650	$	1,192,450
News Corp.–Class A	62,210		744,032
Walt Disney Co. (The)	19,570		616,455
			2,552,937
MULTILINE RETAIL–4.2%
Dollar General Corp.(a)	19,800		545,490
Kohl’s Corp.(a)	26,370		1,252,575
Target Corp.	37,190		1,828,632
			3,626,697
SPECIALTY RETAIL–2.1%
Bed Bath & Beyond, Inc.(a)	20,600		763,848
Lowe’s Cos., Inc.	9,770		199,503
Urban Outfitters, Inc.(a)	24,960		858,375
			1,821,726
TEXTILES, APPAREL & LUXURY GOODS–1.2%
NIKE, Inc.–Class B	14,820		1,001,091
			14,122,583
INDUSTRIALS–13.0%
AEROSPACE & DEFENSE–3.0%
Boeing Co. (The)	20,360		1,277,590
United Technologies Corp.	19,260		1,250,167
			2,527,757
AIR FREIGHT & LOGISTICS–1.7%
FedEx Corp.	21,100		1,479,321
AIRLINES–1.3%
Continental Airlines, Inc.–Class B(a)	50,600		1,113,200
CONSTRUCTION & ENGINEERING–0.7%
Fluor Corp.	14,510		616,675
ELECTRICAL EQUIPMENT–1.9%
Cooper Industries PLC	12,600		554,400
Emerson Electric Co.	23,380		1,021,472
			1,575,872
MACHINERY–2.3%
Danaher Corp.	20,020		743,142
Dover Corp.	18,410		769,354
Illinois Tool Works, Inc.	11,140		459,859
			1,972,355
ROAD & RAIL–2.1%
Union Pacific Corp.	26,090		1,813,516
			11,098,696
HEALTH CARE–12.3%
BIOTECHNOLOGY–4.9%
Amgen, Inc.(a)	27,440		1,443,344
Celgene Corp.(a)	13,870		704,873
Gilead Sciences, Inc.(a)	44,180		1,514,491
Human Genome Sciences, Inc.(a)	12,300		278,718
Vertex Pharmaceuticals, Inc.(a)	8,500		279,650
			4,221,076

3

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

Company	Shares	U.S. $ Value
HEALTH CARE EQUIPMENT & SUPPLIES–1.4%
Alcon, Inc.	2,885	$	427,528
Covidien PLC	18,640		748,955
			1,176,483
HEALTH CARE PROVIDERS & SERVICES–2.0%
Express Scripts, Inc.–Class A(a)	21,600		1,015,632
McKesson Corp.	10,800		725,328
			1,740,960
LIFE SCIENCES TOOLS & SERVICES–0.3%
QIAGEN NV(a)	13,500		259,470
PHARMACEUTICALS–3.7%
Abbott Laboratories	15,300		715,734
Merck & Co., Inc.	29,610		1,035,462
Pfizer, Inc.	23,340		332,828
Shire PLC (ADR)	6,800		417,384
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	12,950		673,271
			3,174,679
			10,572,668
CONSUMER STAPLES–10.3%
BEVERAGES–3.0%
Coca-Cola Enterprises, Inc.	18,000		465,480
PepsiCo, Inc.	34,550		2,105,823
			2,571,303
FOOD & STAPLES RETAILING–2.4%
Costco Wholesale Corp.	14,400		789,552
Kroger Co. (The)	27,500		541,475
Wal-Mart Stores, Inc.	14,700		706,629
			2,037,656
FOOD PRODUCTS–1.7%
Archer-Daniels-Midland Co.	16,300		420,866
Bunge Ltd.	8,800		432,872
Kellogg Co.	11,670		587,001
			1,440,739
HOUSEHOLD PRODUCTS–3.2%
Clorox Co.	14,100		876,456
Procter & Gamble Co. (The)	31,990		1,918,760
			2,795,216
			8,844,914
ENERGY–7.8%
ENERGY EQUIPMENT & SERVICES–1.9%
Cameron International Corp.(a)	19,740		641,944
Schlumberger Ltd.	17,185		951,018
			1,592,962
OIL, GAS & CONSUMABLE FUELS–5.9%
Chevron Corp.	5,100		346,086
Devon Energy Corp.	6,500		395,980

Company	Shares		U.S. $ Value
Noble Energy, Inc.		22,210	$	1,339,929
Occidental Petroleum Corp.		13,300		1,026,095
Petroleo Brasileiro SA (ADR)		24,480		840,154
Suncor Energy, Inc. (New York)		38,900		1,145,216
				5,093,460
				6,686,422
FINANCIALS–3.8%
CAPITAL MARKETS–0.4%
Franklin Resources, Inc.		4,290		369,755
COMMERCIAL BANKS–1.0%
Wells Fargo & Co.		34,610		886,016
DIVERSIFIED FINANCIAL SERVICES–1.2%
Bank of America Corp.		11,800		169,566
CME Group, Inc.–Class A		1,740		489,897
JPMorgan Chase & Co.		9,360		342,670
				1,002,133
INSURANCE–1.2%
Aflac, Inc.		10,600		452,302
Axis Capital Holdings Ltd.		6,730		200,015
Principal Financial Group, Inc.		15,300		358,632
				1,010,949
				3,268,853
MATERIALS–2.1%
CHEMICALS–1.4%
Dow Chemical Co. (The)		28,800		683,136
Praxair, Inc.		7,300		554,727
				1,237,863
METALS & MINING–0.7%
Freeport-McMoRan Copper & Gold, Inc.		9,990		590,709
				1,828,572
Total Common Stocks (cost $81,361,967)				85,338,706
	Principal Amount (000)
SHORT-TERM INVESTMENTS –0.4%
TIME DEPOSIT–0.4%
State Street Time Deposit 0.01%, 7/01/10 (cost $355,000)	$	355		355,000
TOTAL INVESTMENTS–99.9% (cost $81,716,967)				85,693,706
Other assets less liabilities–0.1%				101,540
NET ASSETS–100.0%			$	85,795,246

(a) Non-income producing security.

Glossary:

ADR—American Depository Receipt

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $81,716,967)	$	85,693,706
Cash		28
Receivable for investment securities sold		1,692,712
Dividends and interest receivable		63,657
Receivable for capital stock sold		59,124
Total assets		87,509,227
LIABILITIES
Payable for investment securities purchased		1,480,443
Advisory fee payable		56,520
Payable for capital stock redeemed		43,622
Administrative fee payable		23,269
Distribution fee payable		11,736
Transfer Agent fee payable		157
Accrued expenses		98,234
Total liabilities		1,713,981
NET ASSETS	$	85,795,246
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,395
Additional paid-in capital		141,397,439
Distributions in excess of net investment income		(32,964	)
Accumulated net realized loss on investment and foreign currency transactions		(59,551,363	)
Net unrealized appreciation on investments		3,976,739
	$	85,795,246

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	32,317,989	2,000,082	$	16.16
B	$	53,477,257	3,394,937	$	15.75

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $4,370)	$	550,889
Interest		18
		550,907
EXPENSES
Advisory fee (see Note B)		365,025
Distribution fee—Class B		75,985
Transfer agency—Class A		929
Transfer agency—Class B		1,545
Administrative		39,820
Custodian		38,207
Audit		18,100
Legal		15,110
Printing		14,016
Directors’ fees		1,848
Miscellaneous		2,254
Total expenses		572,839
Net investment loss		(21,932	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		7,108,924
Foreign currency transactions		(469	)
Net change in unrealized appreciation/depreciation of investments		(14,267,670	)
Net loss on investment and foreign currency transactions		(7,159,215	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(7,181,147	)

See notes to financial statements.

6

GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(21,932	)	$	120,859
Net realized gain (loss) on investment and foreign currency transactions		7,108,455			(201,790	)
Net change in unrealized appreciation/depreciation of investments		(14,267,670	)		26,308,819
Net increase (decrease) in net assets from operations		(7,181,147	)		26,227,888
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(100,364	)		–0	–
Class B		(31,535	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(8,207,452	)		(12,151,870	)
Total increase (decrease)		(15,520,498	)		14,076,018
NET ASSETS
Beginning of period		101,315,744			87,239,726
End of period (including undistributed/(distributions in excess of) net investment income of ($32,964) and $120,867, respectively)	$	85,795,246		$	101,315,744

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

85,338,706

$

–0

–

$

–0

–

$

85,338,706

Short-Term Investments

–0

–

355,000

–0

–

355,000

Total Investments in Securities

85,338,706

355,000

–0

–

85,693,706

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

85,338,706

$

355,000

$

–0

–

$

85,693,706

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

9

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,820.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $79,661, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

10

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	70,251,758		$	78,502,777
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	8,225,028
Gross unrealized depreciation		(4,248,289	)
Net unrealized appreciation	$	3,976,739

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

11

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

Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	11,350		68,790		$	202,137		$	967,991
Shares issued in reinvestment of dividends	5,493		–0	–		100,364			–0	–
Shares redeemed	(178,182	)	(484,909	)		(3,161,592	)		(6,961,806	)
Net decrease	(161,339	)	(416,119	)	$	(2,859,091	)	$	(5,993,815	)
Class B
Shares sold	35,056		327,465		$	598,608		$	4,584,978
Shares issued in reinvestment of dividends	1,770		–0	–		31,535			–0	–
Shares redeemed	(347,777	)	(756,810	)		(5,978,504	)		(10,743,033	)
Net decrease	(310,951	)	(429,345	)	$	(5,348,361	)	$	(6,158,055	)

NOTE F: Risks Involved in Investing in the Portfolio

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

12

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Components of Accumulated Earnings (Deficit)

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	101,097
Accumulated capital and other losses		(65,046,233	)(a)
Unrealized appreciation/(depreciation)		16,650,595	(b)
Total accumulated earnings/(deficit)	$	(48,294,541	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward of $65,046,233 of which $33,056,736 expires in the year 2010, $14,915,472 expires in the year 2011, $4,526,627 expires in the year 2016 and $12,547,398 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

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

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

13

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

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

NOTE J: Subsequent Events

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

14

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,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$17.56		$13.19		$22.91		$20.27		$20.49		$18.30
Income From Investment Operations
Net investment income (loss) (a)	.01		.04		(.04	)	(.05	)	(.04	)	(.08	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.36	)	4.33		(9.68	)	2.69		(.18	)	2.27
Net increase (decrease) in net asset value from operations	(1.35	)	4.37		(9.72	)	2.64		(.22	)	2.19
Less: Dividends
Dividends from net investment income	(.05	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$16.16		$17.56		$13.19		$22.91		$20.27		$20.49
Total Return
Total investment return based on net asset value (b)	(7.72	)%*	33.13	%*	(42.43	)%*	13.02	%	(1.07	)%	11.97	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$32,318		$37,948		$33,992		$75,834		$93,459		$123,535
Ratio to average net assets of:
Expenses	1.02	%(c)(d)	1.06	%	.94	%	.90	%	.90	%(d)	.88	%
Net investment income (loss)	.11	%(c)(d)	.28	%	(.22	)%	(.23	)%	(.22	)%(d)	(.43	)%
Portfolio turnover rate	73	%	197	%	103	%	60	%	55	%	49	%

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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$17.10		$12.88		$22.42		$19.90		$20.15		$18.05
Income From Investment Operations
Net investment income (loss) (a)	(.01	)	.01		(.08	)	(.10	)	(.09	)	(.12	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.33	)	4.21		(9.46	)	2.62		(.16	)	2.22
Net increase (decrease) in net asset value from operations	(1.34	)	4.22		(9.54	)	2.52		(.25	)	2.10
Less: Dividends
Dividends from net investment income	(.01	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$15.75		$17.10		$12.88		$22.42		$19.90		$20.15
Total Return
Total investment return based on net asset value (b)	(7.85	)%*	32.76	%*	(42.55	)%*	12.66	%	(1.24	)%	11.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$53,477		$63,368		$53,248		$121,521		$131,337		$167,595
Ratio to average net assets of:
Expenses	1.27	%(c)(d)	1.31	%	1.19	%	1.15	%	1.15	%(d)	1.13	%
Net investment income (loss)	(.14	)%(c)(d)	.04	%	(.47	)%	(.49	)%	(.47	)%(d)	(.68	)%
Portfolio turnover rate	73	%	197	%	103	%	60	%	55	%	49	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009 and December 31, 2008 by 0.17%, 0.41% and 0.03%, respectively.

See notes to financial statements.

16

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth Portfolio (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s

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CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 3000 Growth Index and the Russell 1000 Growth Index (the Portfolio’s benchmark since May 1, 2009), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the indices) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period, and that the Portfolio underperformed the Russell 1000 Growth Index in the 1-, 3- and 5-year periods but outperformed that index in the 10-year and since inception periods, and underperformed the Russell 3000 Growth Index in the 1-, 3-, 5- and 10-year periods but outperformed that index in the since inception period. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio. The directors also noted that at their February 2009 meetings they had approved a broadening of the number of stocks in the Portfolio’s portfolio, a new benchmark, the Russell 1000 Growth Index, and that the Adviser expected that the Portfolio’s more diversified investment approach would result in improved risk adjusted performance. The directors determined to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

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

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

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AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 9 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s small asset base impacted the expense ratio (the Expense Group median was approximately 25% larger than the Portfolio’s asset base), contributing to the Portfolio’s relatively high expense ratio as compared to such median. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	101.7	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 $80,399 (0.09% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A    1.06%	December 31
	Class B    1.31%

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Effective Adv. Fee (%)
Growth Portfolio	$101.7	U.S. Growth Schedule 80 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.521	0.750

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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

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

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Portfolio Effective Adv. Fee (%)
Growth Portfolio	Growth Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.550	0.550

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

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

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ 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 Exp. Group Median	Rank
Growth Portfolio	0.750	0.751	4/11

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

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.

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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. It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹²

Portfolio	Expense Ratio (%)13	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Growth Portfolio	1.059	0.930	8/11	0.851	27/32

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 2009, relative to 2008.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, ABI received $140,376 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, 2009, the Adviser determined that it made payments in the amount of $241,444 on behalf of the Portfolio to ABI.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

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

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 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

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $501 billion as of March 31, 2010, 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 series of the Fund) paid ABIS a flat fee of $18,000 in 2009.

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

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

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

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended January 31, 2010.²¹

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	30.93	41.41	42.55	9/11	39/46
3 year	–7.08	–2.71	–2.99	7/10	28/39
5 year	–1.03	4.01	2.83	9/9	30/36
10 year	–3.88	–1.64	–1.64	7/8	22/30

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²² versus its benchmark.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)	Annualized			Risk Period (Year)
									Volatility (%)	Sharpe (%)
Growth Portfolio25	30.93	–	7.08	–	1.03	–	3.88	6.53	19.41	–	0.25	10
Russell 1000 Growth Index	37.85	–	4.15		1.42	–	3.95	6.27	18.97	–	0.27	10
Russell 3000 Growth Index26	37.94	–	4.30		1.38	–	3.78	6.14	N/A		N/A	N/A
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 2, 2010

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

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

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

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

23 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

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

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

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

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GROWTH & INCOME PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Growth & Income Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	921.70	$	3.00	0.63	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.67	$	3.16	0.63	%
Class B
Actual	$	1,000	$	921.09	$	4.19	0.88	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.43	$	4.41	0.88	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Chevron Corp.	$	35,999,730	4.0	%
Amgen, Inc.		35,462,920	4.0
Exxon Mobil Corp.		35,337,744	4.0
Comcast Corp.—Class A		25,889,290	2.9
JPMorgan Chase & Co.		24,726,394	2.8
Axis Capital Holdings Ltd.		24,437,567	2.7
AT&T, Inc.		22,523,309	2.5
Qwest Communications International, Inc.		22,517,775	2.5
Dover Corp.		21,446,628	2.4
UnitedHealth Group, Inc.		20,891,040	2.4
	$	269,232,397	30.2	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Financials	$	167,437,103	18.8	%
Health Care		152,450,308	17.1
Information Technology		122,890,996	13.8
Energy		122,134,855	13.7
Industrials		118,082,049	13.2
Consumer Discretionary		93,180,105	10.4
Telecommunication Services		45,041,084	5.0
Consumer Staples		42,148,756	4.7
Utilities		16,894,397	1.9
Materials		8,917,834	1.0
Short-Term Investments		3,696,000	0.4
Total Investments	$	892,873,487	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GROWTH & INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.8%
FINANCIALS–18.8%
CAPITAL MARKETS–4.3%
BlackRock, Inc.–Class A	99,250	$	14,232,450
Franklin Resources, Inc.	76,100		6,559,059
Goldman Sachs Group, Inc. (The)	66,400		8,716,328
SEI Investments Co.	170,700		3,475,452
State Street Corp.	165,600		5,600,592
			38,583,881
COMMERCIAL BANKS–0.4%
Wells Fargo & Co.	129,500		3,315,200
DIVERSIFIED FINANCIAL SERVICES–4.7%
Bank of America Corp.	623,600		8,961,132
IntercontinentalExchange, Inc.(a)	71,700		8,104,251
JPMorgan Chase & Co.	675,400		24,726,394
			41,791,777
INSURANCE–9.4%
ACE Ltd.	321,790		16,565,749
Arch Capital Group Ltd.(a)	115,394		8,596,853
Axis Capital Holdings Ltd.	822,260		24,437,567
Loews Corp.	244,470		8,143,296
RenaissanceRe Holdings Ltd.	111,080		6,250,472
Transatlantic Holdings, Inc.	119,800		5,745,608
Travelers Cos., Inc. (The)	284,400		14,006,700
			83,746,245
			167,437,103
HEALTH CARE–17.1%
BIOTECHNOLOGY–4.0%
Amgen, Inc.(a)	674,200		35,462,920
HEALTH CARE PROVIDERS & SERVICES–5.1%
AmerisourceBergen Corp.–Class A	168,800		5,359,400
Cardinal Health, Inc.	194,100		6,523,701
Medco Health Solutions, Inc.(a)	153,594		8,459,957
Quest Diagnostics, Inc.	88,000		4,379,760
UnitedHealth Group, Inc.	735,600		20,891,040
			45,613,858
LIFE SCIENCES TOOLS & SERVICES–0.8%
Thermo Fisher Scientific, Inc.(a)	149,000		7,308,450
PHARMACEUTICALS–7.2%
Abbott Laboratories	190,800		8,925,624
Eli Lilly & Co.	249,400		8,354,900
Endo Pharmaceuticals Holdings, Inc.(a)	181,675		3,964,148
Forest Laboratories, Inc.(a)	515,920		14,151,686
Merck & Co., Inc.	358,979		12,553,496
Pfizer, Inc.	1,130,100		16,115,226
			64,065,080
			152,450,308

Company	Shares	U.S. $ Value
INFORMATION TECHNOLOGY–13.8%
COMMUNICATIONS EQUIPMENT–0.5%
Cisco Systems, Inc.(a)	230,500	$	4,911,955
COMPUTERS & PERIPHERALS–4.3%
EMC Corp.(a)	739,900		13,540,170
Hewlett-Packard Co.	391,700		16,952,776
Teradata Corp.(a)	257,200		7,839,456
			38,332,402
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.1%
Arrow Electronics, Inc.(a)	292,593		6,539,453
Avnet, Inc.(a)	123,600		2,979,996
			9,519,449
IT SERVICES–2.3%
Accenture PLC	86,518		3,343,921
Amdocs Ltd.(a)	232,000		6,229,200
Computer Sciences Corp.	75,500		3,416,375
Hewitt Associates, Inc.–Class A(a)	123,800		4,266,148
SAIC, Inc.(a)	198,800		3,327,912
			20,583,556
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.0%
KLA-Tencor Corp.	115,300		3,214,564
Texas Instruments, Inc.	609,300		14,184,504
			17,399,068
SOFTWARE–3.6%
Intuit, Inc.(a)	97,900		3,403,983
MICROS Systems, Inc.(a)	81,100		2,584,657
Microsoft Corp.	717,000		16,498,170
Oracle Corp.	297,200		6,377,912
Symantec Corp.(a)	236,300		3,279,844
			32,144,566
			122,890,996
ENERGY–13.7%
ENERGY EQUIPMENT & SERVICES–2.3%
Cameron International Corp.(a)	88,355		2,873,305
Helmerich & Payne, Inc.	193,100		7,052,012
Noble Corp.(a)	228,140		7,051,807
Patterson-UTI Energy, Inc.	246,200		3,168,594
			20,145,718
OIL, GAS & CONSUMABLE FUELS–11.4%
BP PLC (Sponsored ADR)	615,800		17,784,304
Chevron Corp.	530,500		35,999,730
Exxon Mobil Corp.	619,200		35,337,744

3

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

Company	Shares		U.S. $ Value
Occidental Petroleum Corp.		101,140	$	7,802,951
Total SA (Sponsored ADR)		113,450		5,064,408
				101,989,137
				122,134,855
INDUSTRIALS–13.2%
AEROSPACE & DEFENSE–5.4%
Goodrich Corp.		67,000		4,438,750
Honeywell International, Inc.		425,500		16,607,265
ITT Corp.		109,200		4,905,264
L-3 Communications Holdings, Inc.		45,660		3,234,554
Raytheon Co.		267,510		12,944,809
United Technologies Corp.		93,500		6,069,085
				48,199,727
COMMERCIAL SERVICES & SUPPLIES–0.3%
Cintas Corp.		95,700		2,293,929
CONSTRUCTION & ENGINEERING–1.5%
Foster Wheeler AG(a)		125,000		2,632,500
URS Corp.(a)		281,200		11,065,220
				13,697,720
ELECTRICAL EQUIPMENT–3.2%
AMETEK, Inc.		133,100		5,343,965
Emerson Electric Co.		386,200		16,873,078
Hubbell, Inc.–Class B		170,920		6,783,815
				29,000,858
MACHINERY–2.8%
Dover Corp.		513,200		21,446,628
Joy Global, Inc.		68,740		3,443,187
				24,889,815
				118,082,049
CONSUMER DISCRETIONARY–10.5%
MEDIA–6.2%
Comcast Corp.–Class A		1,490,460		25,889,290
News Corp.–Class A		577,300		6,904,508
Time Warner, Inc.		551,406		15,941,148
Viacom, Inc.–Class B		202,300		6,346,151
				55,081,097
MULTILINE RETAIL–3.6%
Dollar Tree, Inc.(a)		82,250		3,424,067
Kohl’s Corp.(a)		265,710		12,621,225
Target Corp.		322,800		15,872,076
				31,917,368
SPECIALTY RETAIL–0.7%
Ross Stores, Inc.		116,000		6,181,640
				93,180,105

Company	Shares		U.S. $ Value
TELECOMMUNICATION SERVICES–5.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.1%
AT&T, Inc.		931,100	$	22,523,309
Qwest Communications International, Inc.		4,289,100		22,517,775
				45,041,084
CONSUMER STAPLES–4.7%
FOOD PRODUCTS–1.6%
Archer-Daniels-Midland Co.		168,300		4,345,506
ConAgra Foods, Inc.		277,055		6,460,923
General Mills, Inc.		92,100		3,271,392
				14,077,821
HOUSEHOLD PRODUCTS–0.4%
Kimberly-Clark Corp.		56,200		3,407,406
TOBACCO–2.7%
Lorillard, Inc.		122,360		8,807,473
Philip Morris International, Inc.		345,900		15,856,056
				24,663,529
				42,148,756
UTILITIES–1.9%
GAS UTILITIES–0.9%
Energen Corp.		188,500		8,356,205
MULTI-UTILITIES–1.0%
DTE Energy Co.		187,200		8,538,192
				16,894,397
MATERIALS–1.0%
CHEMICALS–1.0%
CF Industries Holdings, Inc.		140,549		8,917,834
Total Common Stocks (cost $899,217,365)				889,177,487
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.4%
TIME DEPOSIT–0.4%
State Street Time Deposit 0.01%, 7/01/10 (cost $3,696,000)	$	3,696		3,696,000
Total Investments–100.2% (cost $902,913,365)				892,873,487
Other assets less liabilities–(0.2)%				(1,358,134	)
Net Assets–100.0%			$	891,515,353

(a) Non-income producing security.

Glossary:

ADR—American Depository Receipt

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $902,913,365)	$	892,873,487
Cash		595
Receivable for investment securities sold		16,956,585
Dividends and interest receivable		941,821
Receivable for capital stock sold		623,394
Total assets		911,395,882
LIABILITIES
Payable for investment securities purchased		13,573,430
Payable for capital stock redeemed		5,254,608
Advisory fee payable		428,032
Distribution fee payable		154,485
Administrative fee payable		20,850
Transfer Agent fee payable		164
Accrued expenses		448,960
Total liabilities		19,880,529
NET ASSETS	$	891,515,353
COMPOSITION OF NET ASSETS
Capital stock, at par	$	64,081
Additional paid-in capital		1,343,759,602
Undistributed net investment income		5,084,369
Accumulated net realized loss on investment transactions		(447,352,821	)
Net unrealized depreciation on investments		(10,039,878	)
	$	891,515,353

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	179,604,474	12,816,666	$	14.01
B	$	711,910,879	51,264,413	$	13.89

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $27,386)	$	9,302,347
Interest		943
		9,303,290
EXPENSES
Advisory fee (see Note B)		2,789,293
Distribution fee—Class B		1,008,406
Transfer agency—Class A		889
Transfer agency—Class B		3,466
Printing		242,800
Custodian		78,696
Administrative		39,680
Legal		19,419
Audit		18,100
Directors’ fees		1,848
Miscellaneous		16,324
Total expenses		4,218,921
Net investment income		5,084,369
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		49,834,955
Net change in unrealized appreciation/depreciation of investments		(131,447,032	)
Net loss on investment transactions		(81,612,077	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(76,527,708	)

See notes to financial statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,084,369		$	13,658,012
Net realized gain (loss) on investment transactions		49,834,955			(115,067,526	)
Net change in unrealized appreciation/depreciation of investments		(131,447,032	)		284,082,809
Net increase (decrease) in net assets from operations		(76,527,708	)		182,673,295
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(8,556,135	)
Class B		–0	–		(27,674,199	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(84,575,197	)		(125,738,477	)
Total increase (decrease)		(161,102,905	)		20,704,484
NET ASSETS
Beginning of period		1,052,618,258			1,031,913,774
End of period (including undistributed net investment income of $5,084,369 and $0, respectively)	$	891,515,353		$	1,052,618,258

See notes to financial statements

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

889,177,487

$

–0

–

$

–0

–

$

889,177,487

Short-Term Investments

–0

–

3,696,000

–0

–

3,696,000

Total Investments in Securities

889,177,487

3,696,000

–0

–

892,873,487

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

889,177,487

$

3,696,000

$

–0

–

$

892,873,487

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

9

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,680.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $538,100, of which $496 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

10

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	332,345,675		$	404,541,297
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	$	59,818,997
Gross unrealized depreciation		(69,858,875	)
Net unrealized depreciation	$	(10,039,878	)

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

11

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

the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E : Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	376,197		2,316,617		$	5,850,785		$	30,462,102
Shares issued in reinvestment of dividends	–0	–	608,547			–0	–		8,556,135
Shares redeemed	(1,708,438	)	(4,947,858	)		(25,736,831	)		(66,046,095	)
Net decrease	(1,332,241	)	(2,022,694	)	$	(19,886,046	)	$	(27,027,858	)
Class B
Shares sold	691,894		2,377,398		$	10,553,356		$	31,795,717
Shares issued in reinvestment of dividends	–0	–	1,981,677			–0	–		27,674,199
Shares redeemed	(4,954,641	)	(12,060,791	)		(75,242,507	)		(158,180,535	)
Net decrease	(4,262,747	)	(7,701,716	)	$	(64,689,151	)	$	(98,710,619	)

NOTE F: Risks Involved in Investing in the Portfolio

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

12

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	36,230,334		$	69,586,813
Long-term capital gains		–0	–		254,701,102
Total taxable distributions		36,230,334			324,287,915
Total distributions paid	$	36,230,334		$	324,287,915

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(479,897,866	)(a)
Unrealized appreciation/(depreciation)		104,117,244	(b)
Total accumulated earnings/(deficit)	$	(375,780,622	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $479,897,866 of which $242,328,682 expires in the year 2016 and $237,569,184 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

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

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and

13

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

restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

14

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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$15.20		$13.10		$26.82		$27.19		$24.88		$24.08
Income From Investment Operations
Net investment income (a)	.09		.21		.30		.39		.36		.31
Net realized and unrealized gain (loss) on investment transactions	(1.28	)	2.47		(9.77	)	.97		3.66		.85
Contributions from Adviser	–0	–	–0	–	.00	(b)	.06		–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.19	)	2.68		(9.47	)	1.42		4.02		1.16
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.58	)	(.45	)	(.41	)	(.37	)	(.36	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(3.80	)	(1.38	)	(1.34	)	–0	–
Total dividends and distributions	–0	–	(.58	)	(4.25	)	(1.79	)	(1.71	)	(.36	)
Net asset value, end of period	$14.01		$15.20		$13.10		$26.82		$27.19		$24.88
Total Return
Total investment return based on net asset value (c)	(7.83	)%*	20.82	%*	(40.60	)%*	5.12	%**	17.29	%	4.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$179,604		$215,085		$211,920		$456,159		$529,732		$571,372
Ratio to average net assets of:
Expenses	.63	%(d)(e)	.63	%	.62	%	.59	%	.61	%(d)	.59	%
Net investment income	1.20	%(d)(e)	1.58	%	1.61	%	1.43	%	1.42	%(d)	1.29	%
Portfolio turnover rate	34	%	125	%	184	%	74	%	60	%	72	%

See footnote summary on page 16.

15

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$15.08		$12.97		$26.55		$26.93		$24.65		$23.87
Income From Investment Operations
Net investment income (a)	.07		.18		.25		.32		.29		.25
Net realized and unrealized gain (loss) on investment transactions	(1.26	)	2.42		(9.66	)	.96		3.63		.83
Contributions from Adviser	–0	–	–0	–	.00	(b)	.06		–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.19	)	2.60		(9.41	)	1.34		3.92		1.08
Less: Dividends and Distributions
Dividends from net investment income	–0	–	(.49	)	(.37	)	(.34	)	(.30	)	(.30	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(3.80	)	(1.38	)	(1.34	)	–0	–
Total dividends and distributions	–0	–	(.49	)	(4.17	)	(1.72	)	(1.64	)	(.30	)
Net asset value, end of period	$13.89		$15.08		$12.97		$26.55		$26.93		$24.65
Total Return
Total investment return based on net asset value (c)	(7.89	)%*	20.35	%*	(40.69	)%*	4.86	%**	16.98	%	4.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$711,911		$837,533		$819,994		$1,758,210		$2,013,964		$2,073,693
Ratio to average net assets of:
Expenses	.88	%(d)(e)	.88	%	.87	%	.84	%	.86	%(d)	.85	%
Net investment income	.95	%(d)(e)	1.33	%	1.36	%	1.18	%	1.17	%(d)	1.05	%
Portfolio turnover rate	34	%	125	%	184	%	74	%	60	%	72	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

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

(e) Annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009 and December 31, 2008 by 0.12%, 0.54% and 0.46%, respectively.

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

See notes to financial statements.

16

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 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s

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

relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the Index) the since inception period (January 1991 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods and 3rd out of 3 of the Performance Group and in the 3rd quintile of the Performance Universe for the 10-year period, and that the Portfolio underperformed the Index in all periods reviewed. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds

18

AllianceBernstein Variable Products Series Fund

such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, at the request of the Adviser and the Fund’s Senior Officer, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines and not at the request of the Adviser or the Fund’s Senior Officer. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. 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 view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS, EXPENSE CAPS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	1,060.5	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 $79,420 (0.01% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth & Income Portfolio	Class A    0.63% Class B    0.88%	December 31

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	$	1,060.5	Relative Value Schedule 65 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.277	0.550

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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

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.⁶ and what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein retail mutual fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.750	0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Value Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
American Value Portfolio     Class A     Class I (Institutional)	1.50 0.70	%  %

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Effective Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	Client # 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter	0.297	0.550
	Client # 27	0.30% of average daily net assets	0.300	0.550

It is fair to note that the services the Adviser provides, pursuant to the sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

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

7 The client is an affiliate of the Adviser.

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AllianceBernstein Variable Products Series Fund

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ 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.

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

Portfolio	Contractual Management Fee11	Lipper Exp. Group Median	Rank
Growth & Income Portfolio12	0.550	0.675	2/11

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

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

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

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

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

12 The Portfolio’s EG includes the Portfolio, five other VIP Multi-Cap Core funds (“MLCE”), four VIP Multi-Cap Growth funds (“MLGE”) and one VIP Mid-Cap Growth fund (“MCGE”).

13 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.

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

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

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁵

Portfolio	Expense Ratio (%)16	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Growth & Income Portfolio17	0.633	0.732	2/11	0.832	9/75

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,966,477 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, 2009, the Adviser determined that it made payments in the amount of $456,899 on behalf of the Portfolio to ABI.

15 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

17 The Portfolio’s EU includes the Portfolio, EG and all other VIP MLGE and MCGE funds, excluding outliers.

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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”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁸

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²⁰ study on advisory fees and various fund characteristics.²¹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²² The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

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

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

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

22 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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GROWTH & INCOME 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 $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended January 31, 2010.²²

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	21.93	34.36	35.80	6/6	103/104
3 year	-10.39	-7.86	-6.88	5/6	79/85
5 year	-1.96	-0.90	1.10	5/5	45/48
10 year	2.09	5.26	1.31	3/3	13/32

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

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Growth & Income Portfolio	21.93	-10.39	-1.96	2.09	7.95	16.92	0.04	10
Russell 1000 Value Index	31.44	-10.20	-0.46	2.52	9.85	16.14	0.06	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 2, 2010

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

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

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

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

24 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

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

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

GLOBAL THEMATIC GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Global Thematic Growth Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	897.35	$	4.42	0.94	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.13	$	4.71	0.94	%
Class B
Actual	$	1,000	$	896.09	$	5.59	1.19	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.89	$	5.96	1.19	%

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

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Linde AG	$	3,133,459	1.9	%
Volkswagen AG (Preference Shares)		3,034,940	1.8
Sun Hung Kai Properties Ltd.		2,929,383	1.7
Monsanto Co.		2,907,238	1.7
Barrick Gold Corp.		2,865,371	1.7
Impala Platinum Holdings Ltd.		2,819,326	1.7
Chaoda Modern Agriculture Holdings Ltd.		2,786,753	1.7
Greenhill & Co., Inc.		2,708,059	1.6
Ctrip.com International Ltd. (ADR)		2,674,272	1.6
NGK Insulators Ltd.		2,647,754	1.6
	$	28,506,555	17.0	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	33,072,436	19.8	%
Information Technology		28,106,473	16.8
Industrials		24,056,170	14.4
Consumer Discretionary		21,498,762	12.9
Materials		18,116,796	10.8
Energy		16,552,416	9.9
Healthcare		14,821,217	8.9
Consumer Staples		6,146,649	3.7
Telecommunication Services		3,238,349	1.9
Options Purchased—Calls		1,021,910	0.6
Short-Term Investments		444,000	0.3
Total Investments	$	167,075,178	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
United States	$	72,853,771	43.3	%
Japan		14,788,789	8.9
China		10,637,123	6.4
Brazil		7,930,263	4.7
Hong Kong		7,910,107	4.7
Canada		7,730,867	4.6
Germany		6,168,399	3.7
India		6,096,047	3.6
South Korea		3,706,438	2.2
United Kingdom		3,590,878	2.2
Indonesia		2,954,515	1.8
South Africa		2,819,326	1.7
Netherlands		2,550,494	1.5
Other		16,894,161	10.4
Short-Term Investments		444,000	0.3
Total Investments	$	167,075,178	100.0	%

* All data are as of June 30, 2010. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.5% or less in the following countries: France, Israel, Italy, Poland, Russia, Singapore, Spain, Switzerland and Thailand.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.9%
FINANCIALS–19.7%
CAPITAL MARKETS–2.9%
Credit Suisse Group AG (Sponsored ADR)	59,100	$	2,212,113
Greenhill & Co., Inc.	44,300		2,708,059
			4,920,172
COMMERCIAL BANKS–7.9%
Banco Santander SA	205,300		2,152,812
Bank of Montreal	15,200		825,056
Bank Rakyat Indonesia	1,686,000		1,711,726
Itau Unibanco Holding SA (ADR)	113,570		2,045,396
Itau Unibanco Holding SA (ADR)(a)(b)	21,600		389,016
Shinhan Financial Group Co., Ltd.	51,740		1,904,503
Siam Commercial Bank PCL	892,200		2,238,075
Standard Chartered PLC	78,265		1,905,785
			13,172,369
INSURANCE–2.3%
China Life Insurance Co., Ltd.–Class H	604,000		2,637,618
Powszechny Zaklad Ubezpieczen SA(b)	11,900		1,227,762
			3,865,380
REAL ESTATE MANAGEMENT & DEVELOPMENT–5.1%
CapitaMalls Asia Ltd.	1,505,000		2,250,169
Ciputra Development TBK PT(b)	33,952,000		1,242,789
Kerry Properties Ltd.	508,500		2,193,971
Sun Hung Kai Properties Ltd.	214,000		2,929,383
			8,616,312
THRIFTS & MORTGAGE FINANCE–1.5%
Housing Development Finance Corp.	39,500		2,498,203
			33,072,436
INFORMATION TECHNOLOGY–16.8%
COMMUNICATIONS EQUIPMENT–2.5%
Juniper Networks, Inc.(b)	94,500		2,156,490
QUALCOMM, Inc.	58,800		1,930,992
			4,087,482
COMPUTERS & PERIPHERALS–3.9%
Apple, Inc.(b)	9,850		2,477,570
Isilon Systems, Inc.(b)	118,500		1,521,540
Toshiba Corp.(b)	507,000		2,511,460
			6,510,570

Company	Shares	U.S. $ Value
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.2%
Agilent Technologies, Inc.(b)	64,400	$	1,830,892
Byd Co., Ltd.–Class H	248,000		1,824,090
			3,654,982
INTERNET SOFTWARE & SERVICES–3.2%
Equinix, Inc.(b)	22,400		1,819,328
Rackspace Hosting, Inc.(b)	96,800		1,775,312
Tencent Holdings Ltd.	110,400		1,829,024
			5,423,664
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.0%
Netlogic Microsystems, Inc.(b)	61,300		1,667,360
SOFTWARE–4.0%
Intuit, Inc.(b)	36,900		1,283,013
Red Hat, Inc.(b)	75,600		2,187,864
Salesforce.com, Inc.(b)	19,100		1,639,162
VMware, Inc.–Class A(b)	26,400		1,652,376
			6,762,415
			28,106,473
INDUSTRIALS–14.4%
AEROSPACE & DEFENSE–0.7%
Aerovironment, Inc.(b)	52,500		1,140,825
CONSTRUCTION & ENGINEERING–2.0%
IVRCL Infrastructures & Projects Ltd.	371,700		1,479,527
Shaw Group, Inc. (The)(b)	56,600		1,936,852
			3,416,379
ELECTRICAL EQUIPMENT–1.2%
A123 Systems, Inc.(b)	212,500		2,003,875
INDUSTRIAL CONGLOMERATES–1.3%
Jaiprakash Associates Ltd.	773,800		2,118,317
MACHINERY–7.2%
Danaher Corp.	41,800		1,551,616
Deere & Co.	29,500		1,642,560
Fanuc Ltd.	18,300		2,066,483
Japan Steel Works Ltd. (The)	241,000		2,118,367
NGK Insulators Ltd.	170,000		2,647,754
Weg SA	214,200		1,981,795
			12,008,575
ROAD & RAIL–1.0%
Canadian National Railway Co.	30,000		1,721,400
TRADING COMPANIES & DISTRIBUTORS–1.0%
Mitsubishi Corp.	79,600		1,646,799
			24,056,170

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–12.8%
AUTO COMPONENTS–1.0%
Johnson Controls, Inc.	65,000	$	1,746,550
AUTOMOBILES–2.9%
Hyundai Motor Co.	15,400		1,801,935
Volkswagen AG (Preference Shares)	34,586		3,034,940
			4,836,875
HOTELS, RESTAURANTS & LEISURE–2.6%
Ctrip.com International Ltd. (ADR)(b)	71,200		2,674,272
Starwood Hotels & Resorts Worldwide, Inc.	39,800		1,648,914
			4,323,186
HOUSEHOLD DURABLES–0.5%
Rinnai Corp.	17,500		898,271
INTERNET & CATALOG RETAIL–3.4%
Amazon.com, Inc.(b)	21,800		2,381,868
NetFlix, Inc.(b)	15,500		1,684,075
priceline.com, Inc.(b)	9,400		1,659,476
			5,725,419
MEDIA–2.4%
Publicis Groupe SA	52,500		2,094,211
Walt Disney Co. (The)	59,500		1,874,250
			3,968,461
			21,498,762
MATERIALS–10.8%
CHEMICALS–4.2%
Linde AG	29,800		3,133,459
Monsanto Co.	62,900		2,907,238
Stella Chemifa Corp.	33,000		1,072,202
			7,112,899
METALS & MINING–5.6%
Barrick Gold Corp.	63,100		2,865,371
Freeport-McMoRan Copper & Gold, Inc.	33,700		1,992,681
Impala Platinum Holdings Ltd.	121,136		2,819,326
Zijin Mining Group Co., Ltd.	2,238,000		1,672,119
			9,349,497
PAPER & FOREST PRODUCTS–1.0%
Weyerhaeuser Co.	47,000		1,654,400
			18,116,796
ENERGY–9.9%
ENERGY EQUIPMENT & SERVICES–3.4%
Nabors Industries Ltd.(b)	110,300		1,943,486
Saipem SpA	54,400		1,656,926
Schlumberger Ltd.	38,600		2,136,124
			5,736,536

Company	Shares	U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–6.5%
BG Group PLC	113,300	$	1,685,093
Cameco Corp.	109,043		2,319,040
Denbury Resources, Inc.(b)	171,400		2,509,296
Occidental Petroleum Corp.	30,500		2,353,075
Petroleo Brasileiro SA (ADR)	56,800		1,949,376
			10,815,880
			16,552,416
HEALTH CARE–8.9%
BIOTECHNOLOGY–2.3%
Cepheid, Inc.(b)	101,800		1,630,836
Genomic Health, Inc.(b)	176,100		2,276,973
			3,907,809
HEALTH CARE PROVIDERS & SERVICES–1.4%
Medco Health Solutions, Inc.(b)	41,400		2,280,312
HEALTH CARE TECHNOLOGY–1.2%
athenahealth, Inc.(b)	77,300		2,019,849
LIFE SCIENCES TOOLS & SERVICES–2.7%
Illumina, Inc.(b)	45,200		1,967,556
QIAGEN NV(b)	132,700		2,550,494
			4,518,050
PHARMACEUTICALS–1.3%
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	40,300		2,095,197
			14,821,217
CONSUMER STAPLES–3.7%
BEVERAGES–1.1%
Heckmann Corp.(b)	386,900		1,795,216
FOOD PRODUCTS–2.6%
BRF–Brasil Foods SA (ADR)	118,000		1,564,680
Chaoda Modern Agriculture Holdings Ltd.	2,880,000		2,786,753
			4,351,433
			6,146,649
TELECOMMUNICATION SERVICES–1.9%
WIRELESS TELECOMMUNICATION SERVICES–1.9%
Softbank Corp.	68,900		1,827,453
VimpelCom Ltd. (Sponsored ADR)(b)	87,200		1,410,896
			3,238,349
Total Common Stocks (cost $159,225,384)			165,609,268

5

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

Company	Contracts(c)	U.S. $ Value
OPTIONS PURCHASED–CALLS–0.6%
Market Vectors Gold Miners Expiration: Jan `11, Exercise Price: $60.0 (b)	2,290	$	684,710
Market Vectors Gold Miners Expiration: Jan `12, Exercise Price: $65.0 (b)	350		203,000
SPDR S+P Homebuilders ETF Expiration: Jan `11, Exercise Price: $17.5 (b)	2,200		134,200
Total Options Purchased–Calls (cost $1,059,574)			1,021,910

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.3%
TIME DEPOSIT–0.3%
State Street Time Deposit 0.01%, 7/01/10 (cost $444,000)	$	444	$	444,000
TOTAL INVESTMENTS–99.8% (cost $160,728,958)				167,075,178
Other assets less liabilities–0.2%				401,306
NET ASSETS–100.0%			$	167,476,484

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
British Pound settling 7/15/10	792	$	1,201,179	$	1,183,315	$	(17,864	)
British Pound settling 7/15/10	668		1,029,575		998,048		(31,527	)
Euro settling 7/15/10	5,636		7,538,263		6,892,406		(645,857	)

(a) 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, 2010, the market value of this security amounted to $389,016 or 0.2% of net assets.

(b) Non-income producing security.

(c) One contract relates to 100 shares.

Glossary:

ADR—American Depository Receipt

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $160,728,958)	$	167,075,178
Cash		46
Foreign currencies, at value (cost $598,335)		597,074
Receivable for investment securities sold and foreign currency transactions		8,035,023
Dividends and interest receivable		246,450
Receivable for capital stock sold		32,853
Total assets		175,986,624
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		7,363,577
Unrealized depreciation of forward currency exchange contracts		695,248
Payable for capital stock redeemed		166,359
Advisory fee payable		108,784
Distribution fee payable		24,804
Administrative fee payable		21,820
Transfer Agent fee payable		157
Accrued expenses and other liabilities		129,391
Total liabilities		8,510,140
NET ASSETS	$	167,476,484
COMPOSITION OF NET ASSETS
Capital stock, at par	$	11,587
Additional paid-in capital		394,992,737
Distributions in excess of net investment income		(949,927	)
Accumulated net realized loss on investment and foreign currency transactions		(232,203,103	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		5,625,190
	$	167,476,484

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	52,739,797	3,590,185	$	14.69
B	$	114,736,687	7,997,031	$	14.35

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $94,655)	$	1,043,871
Interest		31
	$	1,043,902
EXPENSES
Advisory fee (see Note B)		725,712
Distribution fee—Class B		166,116
Transfer agency—Class A		769
Transfer agency—Class B		1,685
Custodian		60,047
Printing		47,695
Administrative		38,580
Audit		18,100
Legal		15,042
Directors’ fees		1,848
Miscellaneous		4,720
Total expenses		1,080,314
Net investment loss		(36,412	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		11,839,291
Foreign currency transactions		53,758
Net change in unrealized appreciation/depreciation of:
Investments		(30,809,953	)(a)
Foreign currency denominated assets and liabilities		(1,317,503	)
Net loss on investment and foreign currency transactions		(20,234,407	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(20,270,819	)

(a) Net of increase in accrued foreign capital gains taxes of $936.

See notes to financial statements.

8

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

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(36,412	)	$	559,618
Net realized gain (loss) on investment and foreign currency transactions		11,893,049			(1,125,042	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(32,127,456	)		68,642,221
Contributions from Adviser (see Note B)		–0	–		19,268
Net increase (decrease) in net assets from operations		(20,270,819	)		68,096,065
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,299,617	)		–0	–
Class B		(2,657,482	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(15,190,031	)		13,985,231
Total increase (decrease)		(39,417,949	)		82,081,296
NET ASSETS
Beginning of period		206,894,433			124,813,137
End of period (including undistributed/(distributions in excess of) net investment income of ($949,927) and $3,043,584, respectively)	$	167,476,484		$	206,894,433

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A : Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be

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AllianceBernstein Variable Products Series Fund

observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks
Financials	$	9,018,386		$	21,815,975		$	2,238,075		$	33,072,436
Information Technology		21,941,899			6,164,574			–0	–		28,106,473
Industrials		11,978,923			12,077,247			–0	–		24,056,170
Consumer Discretionary		13,669,405			7,829,357			–0	–		21,498,762
Materials		9,419,690			8,697,106			–0	–		18,116,796
Energy		13,210,397			3,342,019			–0	–		16,552,416
Health Care		14,821,217			–0	–		–0	–		14,821,217
Consumer Staples		3,359,896			2,786,753			–0	–		6,146,649
Telecommunication Services		1,410,896			1,827,453			–0	–		3,238,349
Options Purchased — Calls		–0	–		1,021,910			–0	–		1,021,910
Short-Term Investments		–0	–		444,000			–0	–		444,000
Total Investments in Securities		98,830,709			66,006,394	+		2,238,075			167,075,178
Other Financial Instruments* :
Assets		–0	–		–0	–		–0	–		–0	–
Liabilities
Forward Currency Exchange Contracts		–0	–		(695,248	)		–0	–		(695,248	)
Total	$	98,830,709		$	65,311,146		$	2,238,075		$	166,379,930

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

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

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

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

	Financials			Total
Balance as of 12/31/09	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		(4,882	)		(4,882	)
Change in unrealized appreciation/depreciation		(139,427	)		(139,427	)
Net purchases (sales)		2,382,384			2,382,384
Transfers into Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/10	$	2,238,075		$	2,238,075
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/10*	$	(139,427	)	$	(139,427	)

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

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AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B : Advisory Fee and Other Transactions with Affiliates

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

During the year ended December 31, 2009, the Adviser reimbursed the Portfolio $19,268 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $38,580.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $222,515, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

NOTE C : Distribution Plan

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

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

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

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

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	106,770,230		$	126,360,964
U.S. government securities		–0	–		–0	–

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

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

Gross unrealized appreciation	$	17,611,350
Gross unrealized depreciation		(11,265,130	)
Net unrealized appreciation	$	6,346,220

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

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AllianceBernstein Variable Products Series Fund

At June 30, 2010, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts				Unrealized depreciation of forward currency exchange contracts	$	695,248
Equity contracts	Investments, at value	$	1,021,910
Total		$	1,021,910		$	695,248

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	54,465			$(1,290,407)
Equity contracts	Net realized gain on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		(116,829	)		(37,664)
Total		$	(62,364	)	$	(1,328,071	)

For the six months ended June 30, 2010, the average monthly principal amount of foreign currency exchange contracts was $19,114,617 and average monthly cost amount of options contracts was $177,571.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	223,833		982,698		$	3,721,482		$	13,729,875
Shares issued in reinvestment of dividends	79,731		–0	–		1,299,618			–0	–
Shares redeemed	(618,924	)	(739,230	)		(9,987,650	)		(9,788,412	)
Net increase (decrease)	(315,360	)	243,468		$	(4,966,550	)	$	3,941,463
Class B
Shares sold	554,490		2,920,800		$	8,966,046		$	39,132,269
Shares issued in reinvestment of dividends	166,823		–0	–		2,657,481			–0	–
Shares redeemed	(1,386,944	)	(2,210,816	)		(21,847,008	)		(29,088,501	)
Net increase (decrease)	(665,631	)	709,984		$	(10,223,481	)	$	10,043,768

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

NOTE F: Risks Involved in Investing in the Portfolio

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H : Components of Accumulated Earnings (Deficit)

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,928,441
Accumulated capital and other losses		(242,291,841	)(a)
Unrealized appreciation/(depreciation)		35,063,478	(b)
Total accumulated earnings/(deficit)	$	(203,299,922	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward of $242,291,841 of which $172,308,210 expires in the year 2010, $21,233,397 expires in the year 2011, $29,949,674 expires in the year 2016, and $18,800,560 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. $15,961,952 of capital loss carryforward expired in the current fiscal year.

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

NOTE I : Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act,

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AllianceBernstein Variable Products Series Fund

Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

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GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	Class A
	Six Months Ended June 30,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$16.73		$10.90		$20.71		$17.23		$15.86		$15.27
Income From Investment Operations
Net investment income (loss) (a)	.01		.07		.00	(b)	(.03	)	(.05	)	(.05	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.69	)	5.76		(9.81	)	3.51		1.42		.64
Contributions from Adviser	–0	–	.00	(b)	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.68	)	5.83		(9.81	)	3.48		1.37		.59
Less: Dividends
Dividends from net investment income	(.36	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$14.69		$16.73		$10.90		$20.71		$17.23		$15.86
Total Return
Total investment return based on net asset value (c)	(10.26	)%*	53.49	%*†	(47.37	)%*	20.20	%	8.64	%	3.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$52,740		$65,358		$39,933		$93,919		$86,819		$99,781
Ratio to average net assets of:
Expenses	.94	%(d)(e)	1.00	%	.93	%	.93	%	.92	%(e)	.92	%
Net investment income (loss)	.13	%(d)(e)	.52	%	.00	%(b)	(.15	)%	(.30	)%(e)	(.32	)%
Portfolio turnover rate	56	%	215	%	141	%	132	%	117	%	98	%

See footnote summary on page 19.

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GLOBAL THEMATIC 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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$16.34		$10.67		$20.31		$16.94		$15.63		$15.08
Income From Investment Operations
Net investment income (loss) (a)	(.01	)	.04		(.04	)	(.07	)	(.09	)	(.08	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(1.66	)	5.63		(9.60	)	3.44		1.40		.63
Contributions from Adviser	–0	–	.00	(b)	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(1.67	)	5.67		(9.64	)	3.37		1.31		.55
Less: Dividends
Dividends from net investment income	(.32	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$14.35		$16.34		$10.67		$20.31		$16.94		$15.63
Total Return
Total investment return based on net asset value (c)	(10.39	)%*	53.14	%*†	(47.46	)%*	19.89	%	8.38	%	3.65	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$114,736		$141,536		$84,880		$191,474		$177,350		$148,075
Ratio to average net assets of:
Expenses	1.19	%(d)(e)	1.25	%	1.18	%	1.17	%	1.18	%(e)	1.17	%
Net investment income (loss)	(.11	)%(d)(e)	.27	%	(.24	)%	(.40	)%	(.55	)%(e)	(.57	)%
Portfolio turnover rate	56	%	215	%	141	%	132	%	117	%	98	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

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

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

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

See notes to financial statements.

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GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s

20

AllianceBernstein Variable Products Series Fund

relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World Index (Net) (the “MSCI AC World Index”) and the MSCI World Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the MSCI World Index) the since inception period (January 1996 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period, 4th out of 4 of the Performance Group and in the 4th quintile of the Performance Universe for the 5-year period and 3rd out of 3 of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period, and that the Portfolio outperformed the MSCI AC World Index in the 1- and 3-year periods but underperformed that index in the 5- and 10-year periods, and outperformed the MSCI World Index in the 1-, 3- and 5-year periods but underperformed that index in the 10-year and the since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance was satisfactory. The directors also noted that at the February 2009 meetings, they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI AC World Index, and a name change to Global Thematic Growth Portfolio from Global Technology Portfolio effective May 1, 2009. As a result, the Portfolio’s investment performance prior to May 1, 2009 was not likely to be representative of performance under the new management strategy.

Advisory Fees and Other Expenses

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

The Adviser informed the directors that there are no institutional products managed by it that have an investment style substantially similar to that of the Portfolio. The directors reviewed the relevant fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Portfolio but which involved investments in securities of the same type that the Portfolio invests in (i.e., global 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 because mutual funds are constantly issuing and redeeming shares, they are

21

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

more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 5 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was the same as the Expense Group median and higher than the Expense Universe median. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Global Thematic Growth Portfolio (the “Portfolio”).^{2 ,3} The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	203.2	Global Thematic 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 $79,740 (0.05% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Global Thematic Growth Portfolio	Class A    1.00% Class B    1.25%	December 31

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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

23

GLOBAL THEMATIC 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. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.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 fee based on March 31, 2010 net assets:⁶

Portfolio	Net Assets 03/31/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee7
Global Thematic Growth Portfolio	$	203.2	Global Thematic Research Schedule 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on the balance Minimum account size $25m	0.498	%	0.750	%

The Adviser also manages AllianceBernstein Global Thematic 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 Global Thematic

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

6 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

7 Portfolio advisory fee based on March, 2010 net assets. It should be noted that the advisory fees shown for the Portfolios exclude any expense reimbursements related to expense caps.

24

AllianceBernstein Variable Products Series Fund

Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein retail mutual fund been applicable to the Portfolio:⁸

Portfolio	ABMF	Fee Schedule	ABMF Effective Fee	Portfolio Advisory Fee
Global Thematic Growth Portfolio9	Global Thematic Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for Global Thematic Research Growth Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the fund are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

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

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ 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”)¹¹ at the approximate current asset level of the Portfolio.¹²

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

8 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.

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

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

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

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

25

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

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

Portfolio	Contractual Management Fee13	Lipper Exp. Group Median (%)	Rank
Global Thematic Growth Portfolio14	0.750	0.810	2/11

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁵ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁶

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁷

Portfolio	Expense Ratio (%)18	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Global Thematic Growth Portfolio19	0.995	0.995	6/11	0.869	21/29

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

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.

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

15 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.

16 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.

17 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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 GLGE and GLCE funds, excluding outliers.

26

AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $275,358 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, 2009, the Adviser determined that it made payments in the amount of $258,612 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 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. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, ²¹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²² study on advisory fees and various fund characteristics.²³ The independent consultant first reiterated the results of his previous two

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

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

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

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

27

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

dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁴ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio²⁵ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁶ for the periods ended January 31, 2010.²⁷

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	50.63	46.66	44.36	2/5	5/21
3 year	–3.86	–3.22	–4.75	4/5	7/18
5 year	1.75	4.18	3.88	4/4	10/13
10 year	–6.01	–0.18	1.18	3/3	11/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁸ versus its benchmarks.²⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.³⁰

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Global Thematic Growth Portfolio31	50.63	–3.86	1.75	–6.01	4.26	29.21	–0.16	10
MSCI AC World Index (Net)	40.84	–6.28	2.63	0.54	N/A	16.96	–0.05	10
MSCI World Index (Net)32	36.58	–7.32	1.61	-0.08	4.59	N/A	N/A	N/A
Inception Date: January 11, 1996

24 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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

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

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

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

29 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

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

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

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

28

AllianceBernstein Variable Products Series Fund

CONCLUSION:

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

Dated: June 2, 2010

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERMEDIATE BOND PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Intermediate Bond Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,060.26	$	3.47	0.68	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.42	$	3.41	0.68	%
Class B
Actual	$	1,000	$	1,059.04	$	4.75	0.93	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.18	$	4.66	0.93	%

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

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	55,669,626	32.6	%
Governments—Treasuries		35,891,339	21.0
Mortgage Pass-Thru’s		28,294,504	16.6
Commercial Mortgage-Backed Securities		17,175,524	10.0
Corporates—Non-Investment Grades		7,919,206	4.6
CMOs		3,747,994	2.2
Asset-Backed Securities		2,486,821	1.5
Governments—Sovereign Agencies		2,304,158	1.3
Inflation-Linked Securities		1,786,411	1.0
Governments—Sovereign Bonds		1,321,377	0.8
Agencies		1,262,048	0.7
Quasi-Sovereigns		1,130,798	0.7
Supranationals		748,124	0.4
Local Governments—Municipal Bonds		437,590	0.3
Preferred Stocks		275,399	0.2
Other*		294,992	0.1
Short-Term Investments		10,196,000	6.0
Total Investments	$	170,941,911	100.0	%

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

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
CORPORATES—INVESTMENT GRADES–33.5%
INDUSTRIAL–18.0%
BASIC–3.2%
Alcoa, Inc. 6.75%, 7/15/18	U.S.$	178	$	179,638
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		250		253,815
ArcelorMittal 6.125%, 6/01/18		555		580,464
ArcelorMittal USA, Inc. 6.50%, 4/15/14		165		176,595
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		407		484,613
Dow Chemical Co. (The) 7.375%, 11/01/29		15		16,607
7.60%, 5/15/14		241		278,322
8.55%, 5/15/19		313		383,148
Eastman Chemical Co. 5.50%, 11/15/19		93		100,107
EI du Pont de Nemours & Co. 5.875%, 1/15/14		123		140,118
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		235		254,975
8.375%, 4/01/17		195		214,500
International Paper Co.
7.50%, 8/15/21		208		243,546
7.95%, 6/15/18		310		369,083
Packaging Corp. of America 5.75%, 8/01/13		155		167,095
PPG Industries, Inc. 5.75%, 3/15/13		455		497,780
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		460		524,281
Southern Copper Corp. 7.50%, 7/27/35		295		318,392
Usiminas Commercial Ltd. 7.25%, 1/18/18(a)		124		133,300
				5,316,379
CAPITAL GOODS–0.6%
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)		41		43,737
Owens Corning 6.50%, 12/01/16		265		281,957
Republic Services, Inc.
5.25%, 11/15/21(a)		150		157,823
5.50%, 9/15/19(a)		230		248,888
Tyco International Finance SA 8.50%, 1/15/19		195		252,078
				984,483
COMMUNICATIONS— MEDIA–2.9%
BSKYB Finance UK PLC 5.625%, 10/15/15(a)		170		189,549

	Principal Amount (000)		U.S. $ Value
CBS Corp. 8.875%, 5/15/19	U.S.$	420	$	528,410
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		280		386,248
Comcast Corp. 5.30%, 1/15/14		325		356,730
DirecTV Holdings LLC / DirecTV Financing Co., Inc.
4.75%, 10/01/14		160		169,452
6.375%, 6/15/15		216		223,560
News America Holdings, Inc. 9.25%, 2/01/13		235		276,713
News America, Inc. 6.55%, 3/15/33		210		225,176
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		185		235,518
RR Donnelley & Sons Co.
4.95%, 4/01/14		65		66,239
5.50%, 5/15/15		185		188,854
11.25%, 2/01/19		255		324,887
TCI Communications, Inc. 7.875%, 2/15/26		210		252,499
Time Warner Cable, Inc. 7.50%, 4/01/14		145		168,475
Time Warner Entertainment Co. LP 8.375%, 3/15/23		550		705,160
WPP Finance UK
5.875%, 6/15/14		120		130,198
8.00%, 9/15/14		415		486,570
				4,914,238
COMMUNICATIONS—TELECOMMUNICATIONS–2.0%
America Movil SAB de CV 5.00%, 3/30/20(a)		425		439,099
AT&T Corp. 8.00%, 11/15/31		20		25,744
British Telecommunications PLC 9.375%, 12/15/10		310		320,610
Embarq Corp. 7.082%, 6/01/16		445		474,396
Qwest Corp. 7.50%, 10/01/14		400		425,500
Telecom Italia Capital SA
6.175%, 6/18/14		355		371,130
6.375%, 11/15/33		40		35,819
United States Cellular Corp. 6.70%, 12/15/33		575		591,237
Verizon Communications, Inc. 4.90%, 9/15/15		240		263,639
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		179		189,763
Vodafone Group PLC 5.50%, 6/15/11		200		207,698
				3,344,635

3

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

	Principal Amount (000)		U.S. $ Value
CONSUMER CYCLICAL—AUTOMOTIVE–0.8%
Daimler Finance North America LLC
5.75%, 9/08/11	U.S.$	120	$	124,961
7.30%, 1/15/12		121		130,427
7.75%, 1/18/11		45		46,492
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)		300		309,515
Nissan Motor Acceptance Corp. 4.50%, 1/30/15(a)		320		330,183
Volvo Treasury AB 5.95%, 4/01/15(a)		305		318,822
				1,260,400
CONSUMER CYCLICAL—ENTERTAINMENT–0.7%
Time Warner, Inc.
6.875%, 5/01/12		310		337,727
7.625%, 4/15/31		390		469,160
Viacom, Inc. 5.625%, 9/15/19		375		410,792
				1,217,679
CONSUMER CYCLICAL—OTHER–0.3%
Marriott International, Inc. Series J 5.625%, 2/15/13		502		534,825
Toll Brothers Finance Corp.
5.15%, 5/15/15		40		39,207
6.875%, 11/15/12		7		7,421
				581,453
CONSUMER CYCLICAL—RETAILERS–0.1%
CVS Caremark Corp. 6.60%, 3/15/19		180		209,462
CONSUMER NON-CYCLICAL–3.3%
Ahold Finance USA LLC 6.875%, 5/01/29		375		429,667
Altria Group, Inc. 9.70%, 11/10/18		230		291,267
Bunge Ltd. Finance Corp.
5.10%, 7/15/15		206		215,719
5.875%, 5/15/13		350		375,688
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		350		380,964
Campbell Soup Co. 6.75%, 2/15/11		335		347,617
ConAgra Foods, Inc. 7.875%, 9/15/10		11		11,140
Delhaize Group SA 5.875%, 2/01/14		105		117,185
Diageo Capital PLC 7.375%, 1/15/14		360		422,427
Fisher Scientific International, Inc. 6.125%, 7/01/15		230		236,900

	Principal Amount (000)		U.S. $ Value
Fortune Brands, Inc.
4.875%, 12/01/13	U.S.$	374	$	396,394
5.125%, 1/15/11		115		117,210
Kraft Foods, Inc. 5.25%, 10/01/13		220		240,893
Kroger Co. (The) 6.80%, 12/15/18		229		269,874
Newell Rubbermaid, Inc. 5.50%, 4/15/13		155		166,093
Procter & Gamble Co. (The) 4.70%, 2/15/19		402		440,508
Reynolds American, Inc.
7.25%, 6/01/13		105		115,512
7.625%, 6/01/16		395		447,981
Universal Health Services, Inc. 7.125%, 6/30/16		295		299,349
Ventas Realty LP / Ventas Capital Corp. 6.75%, 4/01/17		84		85,015
Whirlpool Corp. 8.60%, 5/01/14		55		64,845
				5,472,248
ENERGY–2.4%
Anadarko Petroleum Corp.
5.95%, 9/15/16		382		328,786
6.45%, 9/15/36		124		98,640
Apache Corp. 5.25%, 4/15/13		206		225,003
Baker Hughes, Inc. 6.50%, 11/15/13		205		234,189
BP Capital Markets PLC 4.75%, 3/10/19		63		52,332
Canadian Natural Resources Ltd. 5.15%, 2/01/13		60		64,682
ConocoPhillips Holding Co. 6.95%, 4/15/29		155		190,222
Hess Corp.
7.875%, 10/01/29		165		203,034
8.125%, 2/15/19		29		36,150
Marathon Oil Corp. 7.50%, 2/15/19		127		152,287
Nabors Industries, Inc. 9.25%, 1/15/19		425		522,515
Noble Energy, Inc. 8.25%, 3/01/19		406		491,364
TNK-BP Finance SA 7.50%, 7/18/16(a)		100		103,500
Valero Energy Corp. 6.875%, 4/15/12		515		554,462
Weatherford International Ltd.
5.15%, 3/15/13		195		204,283
6.00%, 3/15/18		35		36,011
9.625%, 3/01/19		190		228,796
Williams Cos., Inc. (The) 7.875%, 9/01/21		214		245,264
				3,971,520

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
OTHER INDUSTRIAL–0.3%
Noble Group Ltd. 6.75%, 1/29/20(a)	U.S.$		440	$	426,800
TECHNOLOGY–0.9%
Computer Sciences Corp. 5.50%, 3/15/13			280		300,999
Dell, Inc. 5.625%, 4/15/14			250		280,320
HP Enterprise Services LLC Series B 6.00%, 8/01/13			224		252,571
Motorola, Inc.
6.50%, 9/01/25			125		124,462
7.50%, 5/15/25			25		27,573
7.625%, 11/15/10			22		22,566
Xerox Corp.
7.625%, 6/15/13			40		40,701
8.25%, 5/15/14			375		439,555
					1,488,747
TRANSPORTATION—AIRLINES–0.2%
Southwest Airlines Co.
5.25%, 10/01/14			210		221,042
5.75%, 12/15/16			155		163,829
					384,871
TRANSPORTATION—SERVICES–0.3%
Con-way, Inc. 6.70%, 5/01/34			280		279,634
Ryder System, Inc.
5.85%, 11/01/16			116		127,989
7.20%, 9/01/15			108		125,260
					532,883
					30,105,798
FINANCIAL INSTITUTIONS–11.6%
BANKING–6.0%
American Express Co.
7.25%, 5/20/14			210		238,692
8.125%, 5/20/19			405		502,846
Anz National International Ltd. 6.20%, 7/19/13(a)			240		264,288
Bank of America Corp.
4.875%, 1/15/13			660		689,730
5.375%, 9/11/12			210		219,336
Barclays Bank PLC
5.75%, 9/14/26		GBP	75		106,848
8.55%, 6/15/11(a)	U.S.$		365		352,225
Bear Stearns Cos. LLC (The) 5.70%, 11/15/14			450		498,424
Citigroup, Inc.
5.50%, 4/11/13			195		202,703
6.50%, 8/19/13			355		378,138
8.50%, 5/22/19			505		602,023
Compass Bank 5.50%, 4/01/20			250		230,693

	Principal Amount (000)			U.S. $ Value
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11	U.S.$		4	$	4,073
Credit Suisse USA, Inc. 5.50%, 8/15/13			159		174,271
Goldman Sachs Group, Inc. (The) 7.50%, 2/15/19			295		329,745
JPMorgan Chase & Co. 6.75%, 2/01/11			285		294,268
M&I Marshall & Ilsley Bank 5.00%, 1/17/17			175		160,487
Merrill Lynch & Co., Inc. 6.05%, 5/16/16			535		552,838
Morgan Stanley 6.625%, 4/01/18			295		309,200
National Australia Bank Ltd. 3.75%, 3/02/15(a)			300		307,140
National Capital Trust II 5.486%, 3/23/15(a)			122		106,149
National City Bank/Cleveland OH 6.25%, 3/15/11			250		258,075
National Westminster Bank PLC 6.50%, 9/07/21		GBP	50		69,251
Nationwide Building Society 6.25%, 2/25/20(a)	U.S.$		430		453,739
PNC Funding Corp. 5.125%, 2/08/20			300		311,945
Standard Chartered PLC 6.409%, 1/30/17(a)			100		87,355
UFJ Finance Aruba AEC 6.75%, 7/15/13			240		268,793
Union Bank NA 5.95%, 5/11/16			660		707,792
VTB Capital SA 6.609%, 10/31/12(a)			135		139,388
Wachovia Corp. 5.50%, 5/01/13			505		548,096
Wells Fargo & Co. 5.625%, 12/11/17			565		617,653
					9,986,204
FINANCE–1.2%
General Electric Capital Corp.
4.80%, 5/01/13			435		463,744
5.625%, 5/01/18			455		483,535
Series A 4.375%, 11/21/11			155		161,214
HSBC Finance Corp. 7.00%, 5/15/12			280		301,493
SLM Corp. Series A 5.375%, 5/15/14			630		576,047
					1,986,033
INSURANCE–3.8%
Aetna, Inc. 6.00%, 6/15/16			135		153,935
Allstate Corp. (The) 6.125%, 5/15/37			530		467,062
CIGNA Corp. 5.125%, 6/15/20			165		171,735

5

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

	Principal Amount (000)		U.S. $ Value
Coventry Health Care, Inc.
5.95%, 3/15/17	U.S.$	90	$	85,967
6.125%, 1/15/15		35		35,739
6.30%, 8/15/14		280		295,582
Genworth Financial, Inc. 6.515%, 5/22/18		520		500,592
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)		210		232,324
Hartford Financial Services Group, Inc.
4.00%, 3/30/15		85		83,452
5.50%, 3/30/20		390		378,530
Humana, Inc.
6.30%, 8/01/18		275		293,783
6.45%, 6/01/16		40		43,455
7.20%, 6/15/18		85		94,884
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)		145		150,769
Lincoln National Corp. 8.75%, 7/01/19		113		138,491
Markel Corp. 7.125%, 9/30/19		200		219,420
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)		225		299,383
MetLife, Inc.
7.717%, 2/15/19		109		129,734
10.75%, 8/01/34		140		166,394
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)		360		421,977
Principal Financial Group, Inc. 7.875%, 5/15/14		325		375,832
Prudential Financial, Inc.
5.15%, 1/15/13		325		343,958
6.20%, 1/15/15		45		49,524
8.875%, 6/15/38		170		179,350
Series D 7.375%, 6/15/19		35		40,528
UnitedHealth Group, Inc.
5.25%, 3/15/11		95		97,478
6.00%, 2/15/18		430		479,458
WellPoint, Inc.
5.875%, 6/15/17		45		50,133
7.00%, 2/15/19		95		112,685
XL Capital Ltd.
5.25%, 9/15/14		110		112,555
6.25%, 5/15/27		200		189,617
				6,394,326
OTHER FINANCE–0.2%
ORIX Corp. 4.71%, 4/27/15		397		394,699

	Principal Amount (000)		U.S. $ Value
REITS–0.4%
HCP, Inc. 5.95%, 9/15/11	U.S.$	225	$	233,245
Simon Property Group LP 5.625%, 8/15/14		420		454,864
				688,109
				19,449,371
UTILITY–2.6%
ELECTRIC–1.5%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(a)		425		421,857
Ameren Corp. 8.875%, 5/15/14		235		272,421
FirstEnergy Corp.
Series B
6.45%, 11/15/11		19		20,069
Series C
7.375%, 11/15/31		420		442,845
Nisource Finance Corp. 6.80%, 1/15/19		450		500,974
Progress Energy, Inc. 7.10%, 3/01/11		73		75,903
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)		235		248,913
Teco Finance, Inc.
4.00%, 3/15/16		95		96,471
5.15%, 3/15/20		120		125,077
Union Electric Co. 6.70%, 2/01/19		45		52,310
Wisconsin Energy Corp. 6.25%, 5/15/17		204		184,620
				2,441,460
NATURAL GAS–0.9%
DCP Midstream LLC
5.35%, 3/15/20(a)		108		110,426
7.875%, 8/16/10		70		70,513
Energy Transfer Partners LP
6.70%, 7/01/18		279		300,029
7.50%, 7/01/38		336		343,556
EQT Corp. 8.125%, 6/01/19		205		241,152
TransCanada PipeLines Ltd. 6.35%, 5/15/17		235		209,444
Williams Partners LP 5.25%, 3/15/20(a)		173		176,904
				1,452,024
OTHER UTILITY–0.2%
Veolia Environnement 6.00%, 6/01/18		350		385,975
				4,279,459

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
NON CORPORATE SECTORS–1.3%
AGENCIES—NOT GOVERNMENT GUARANTEED–1.3%
Gaz Capital SA for Gazprom
6.212%, 11/22/16(a)	U.S.$	460	$	464,600
6.51%, 3/07/22(a)		477		459,113
Petrobras International Finance Co.
5.75%, 1/20/20		670		674,722
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(a)		465		535,912
				2,134,347
Total Corporates—Investment Grades (cost $51,819,807)				55,968,975
GOVERNMENTS—TREASURIES–21.5%
UNITED STATES–21.5%
U.S. Treasury Bonds 4.50%, 2/15/36		3,060		3,380,345
U.S. Treasury Notes
0.75%, 5/31/12		2,580		2,587,456
2.125%, 5/31/15		2,125		2,161,529
2.25%, 1/31/15		7,505		7,692,040
2.375%, 8/31/14		2,030		2,098,671
2.50%, 3/31/15		5,170		5,357,412
3.375%, 11/15/19		4,825		4,997,267
3.625%, 12/31/12-2/15/20		2,435		2,592,236
3.75%, 11/15/18		4,663		5,024,383
Total Governments—Treasuries (cost $34,679,172)				35,891,339
MORTGAGE PASS-THRU’S–16.9%
AGENCY FIXED RATE 30-YEAR–15.4%
Federal Home Loan Mortgage Corp. Gold
Series 2005
4.50%, 8/01/35-10/01/35		3,313		3,461,177
5.50%, 1/01/35		5,559		5,996,238
Series 2007
5.50%, 7/01/35		215		232,284
Federal National Mortgage Association
5.50%, TBA		3,125		3,343,750
6.00%, TBA		700		759,172
Series 2002
7.00%, 3/01/32		19		21,381
Series 2003
5.00%, 11/01/33		240		255,190
5.50%, 4/01/33-7/01/33		858		925,531
Series 2004
5.50%, 4/01/34		177		190,642
5.50%, 5/01/34-11/01/34		544		586,652
6.00%, 9/01/34		388		426,097
Series 2005
4.50%, 8/01/35		753		787,420
5.00%, 10/01/35		1,815		1,926,125

	Principal Amount (000)		U.S. $ Value
5.50%, 2/01/35	U.S.$	871	$	939,725
Series 2006
5.00%, 2/01/36		1,584		1,681,022
Series 2007
4.50%, 9/01/35-8/01/37		962		1,005,103
5.00%, 7/01/36		253		268,526
Series 2008
6.00%, 3/01/37		2,765		3,014,340
Government National Mortgage Association
Series 1994
9.00%, 9/15/24		5		6,317
				25,826,692
AGENCY ARMS–1.5%
Federal Home Loan Mortgage Corp.
Series 2007
6.072%, 1/01/37(b)		110		116,664
Series 2009
3.77%, 4/01/36(c)		772		808,966
Federal National Mortgage Association
Series 2003
4.803%, 12/01/33(c)		256		268,923
Series 2006
5.415%, 2/01/36(c)		255		268,716
5.659%, 11/01/36(b)		275		292,078
6.08%, 3/01/36(c)		192		199,371
Series 2007
4.656%, 3/01/34(c)		491		513,094
				2,467,812
Total Mortgage Pass-Thru’s (cost $26,783,725)				28,294,504
COMMERCIAL MORTGAGE-BACKED SECURITIES–10.3%
NON-AGENCY FIXED RATE CMBS–10.3%
Banc of America Commercial Mortgage, Inc.
Series 2005-6, Class A4
5.35%, 9/10/47		470		503,237
Series 2006-5, Class A4
5.414%, 9/10/47		455		476,123
Commercial Mortgage Pass Through Certificates
Series 2007-C9, Class A4
6.01%, 12/10/49		1,085		1,121,446
Credit Suisse Mortgage Capital Certificates
Series 2006-C3, Class A3
6.019%, 6/15/38		1,095		1,157,899
Series 2006-C5, Class A3
5.311%, 12/15/39		225		222,640
Greenwich Capital Commercial Funding Corp.
Series 2005-GG5, Class AJ
5.478%, 4/10/37		235		186,444

7

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

	Principal Amount (000)		U.S. $ Value
Series 2007-GG11, Class A4
5.736%, 12/10/49	U.S.$	420	$	413,105
Series 2007-GG9, Class A4
5.444%, 3/10/39		680		681,242
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38		300		316,447
JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2006-CB14, Class A4
5.481%, 12/12/44		545		576,740
Series 2006-CB15, Class A4
5.814%, 6/12/43		1,035		1,073,977
Series 2006-CB17, Class A4
5.429%, 12/12/43		420		432,430
Series 2007-C1, Class A4
5.716%, 2/15/51		1,115		1,098,370
Series 2007-LD11, Class A4
5.983%, 6/15/49		1,105		1,081,096
Series 2007-LDPX, Class A3
5.42%, 1/15/49		1,110		1,084,765
LB-UBS Commercial Mortgage Trust
Series 2004-C4, Class A4
5.437%, 6/15/29		830		877,872
Series 2006-C1, Class A4
5.156%, 2/15/31		1,240		1,289,909
Series 2006-C6, Class A4
5.372%, 9/15/39		475		491,226
Merrill Lynch/Countrywide Commercial Mortgage Trust
Series 2006-4, Class AM
5.204%, 12/12/49		285		236,367
Series 2007-9, Class A4
5.70%, 9/12/49		1,105		1,100,257
Wachovia Bank Commercial Mortgage Trust
Series 2006-C27, Class A3
5.765%, 7/15/45		1,080		1,132,377
Series 2007-C31, Class A4
5.509%, 4/15/47		1,100		1,030,474
Series 2007-C32, Class A3
5.929%, 6/15/49		615		591,081
Total Commercial Mortgage-Backed Securities (cost $16,140,562)				17,175,524
CORPORATES—NON-INVESTMENT GRADES–4.5%
INDUSTRIAL–2.5%
BASIC–0.3%
Ineos Group Holdings PLC
8.50%, 2/15/16(a)		179		139,620
Steel Capital SA for OAO Severstal
9.25%, 4/19/14(a)		228		240,540
United States Steel Corp.
5.65%, 6/01/13		155		156,550

	Principal Amount (000)		U.S. $ Value
Westvaco Corp.
8.20%, 1/15/30	U.S.$	50	$	52,758
				589,468
CAPITAL GOODS–0.7%
Bombardier, Inc.		225		233,438
8.00%, 11/15/14(a)
Case New Holland, Inc.
7.125%, 3/01/14		175		181,125
Masco Corp.
6.125%, 10/03/16		165		159,646
Mohawk Industries, Inc.
6.875%, 1/15/16		355		361,212
Textron Financial Corp.
5.125%, 11/01/10		100		100,707
5.40%, 4/28/13		69		71,749
				1,107,877
COMMUNICATIONS—MEDIA–0.4%
CCO Holdings LLC / CCO Holdings Capital Corp.
7.875%, 4/30/18(a)		57		57,285
8.125%, 4/30/20(a)		19		19,428
Clear Channel Communications, Inc.
5.50%, 9/15/14		238		130,900
CSC Holdings LLC
8.50%, 4/15/14		160		166,800
Interpublic Group of Cos., Inc. (The)
6.25%, 11/15/14		170		170,850
Truvo Subsidiary Corp.
8.375%, 12/01/14(a) (d)		70		3,413
Univision Communications, Inc.
12.00%, 7/01/14(a)		41		43,972
				592,648
COMMUNICATIONS—TELECOMMUNICATIONS–0.1%
Windstream Corp.
7.875%, 11/01/17		115		112,269
CONSUMER CYCLICAL—AUTOMOTIVE –0.1%
Ford Motor Credit Co. LLC
3.048%, 1/13/12(b)		240		233,100
CONSUMER CYCLICAL—OTHER–0.3%
Broder Brothers Co.
12.00%, 10/15/13(e) (f)		40		30,451
Greektown Holdings LLC
10.75%, 12/01/13(d) (e)		55		3,506
Harrah’s Operating Co., Inc.
10.00%, 12/15/18		135		110,700
Starwood Hotels & Resorts Worldwide, Inc.
7.875%, 5/01/12		362		389,150
				533,807

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CONSUMER CYCLICAL—RETAILERS–0.2%
JC Penney Co., Inc.
5.65%, 6/01/20	U.S.$		335	$	327,462
Limited Brands, Inc.
6.90%, 7/15/17			45		45,113
					372,575
CONSUMER NON-CYCLICAL–0.3%
Bausch & Lomb, Inc. 9.875%, 11/01/15			155		159,262
HCA, Inc.
7.875%, 2/15/20			125		128,594
8.50%, 4/15/19			40		42,400
Mylan, Inc.
7.625%, 7/15/17(a)			25		25,500
7.875%, 7/15/20(a)			140		142,800
					498,556
ENERGY–0.1%
Tesoro Corp.
6.50%, 6/01/17			190		173,850
TRANSPORTATION—AIRLINES–0.0%
Continental Airlines, Inc.
Series 2003-ERJ1
7.875%, 1/02/20			36		31,878
					4,246,028
FINANCIAL INSTITUTIONS–1.2%
BANKING–0.9%
ABN Amro Bank NV
4.31%, 3/10/16		EUR	125		96,299
BankAmerica Capital II
Series 2
8.00%, 12/15/26	U.S.$		98		95,060
Commerzbank Capital Funding Trust I
5.012%, 4/12/16(d)		EUR	200		127,176
LBG Capital No.1 PLC
8.00%, 6/15/20(a)	U.S.$		770		596,750
RBS Capital Trust III
5.512%, 9/30/14			335		165,825
Regions Financial Corp.
6.375%, 5/15/12			215		212,251
Royal Bank of Scotland Group PLC
7.648%, 9/30/31			115		86,250
Union Planters Corp.
7.75%, 3/01/11			143		144,982
					1,524,593
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc.
6.20%, 9/26/14(d)			75		14,812
7.875%, 11/01/09(d)			43		8,493
					23,305

	Principal Amount (000)		U.S. $ Value
FINANCE–0.0%
International Lease Finance Corp.
5.65%, 6/01/14	U.S.$	65	$	57,688
INSURANCE–0.3%
ING Capital Funding TR III
8.439%, 12/31/10		270		234,900
Liberty Mutual Group, Inc.
7.80%, 3/15/37(a)		80		65,600
XL Capital Ltd.
Series E
6.50%, 4/15/17		240		165,600
				466,100
				2,071,686
UTILITY–0.8%
ELECTRIC–0.6%
CMS Energy Corp.
8.75%, 6/15/19		145		160,093
Dynegy Holdings, Inc.
8.375%, 5/01/16		205		162,206
Dynegy Roseton / Danskammer Pass Through Trust
Series B
7.67%, 11/08/16		195		171,600
NRG Energy, Inc.
7.25%, 2/01/14		260		263,575
RRI Energy, Inc.
7.625%, 6/15/14		95		93,575
7.875%, 6/15/17		155		146,475
				997,524
NATURAL GAS–0.2%
Enterprise Products Operating LLC
Series A
8.375%, 8/01/66		305		304,619
				1,302,143
Total Corporates—Non-Investment Grades (cost $7,711,417)				7,619,857
CMOs–2.2%
AGENCY FLOATING RATE–1.5%
Fannie Mae REMICs
Series 2004-92, Class FD
0.697%, 5/25/34(b)		523		521,866
Series 2005-83, Class KT
0.647%, 10/25/35(b)		467		464,953
Series 2005-99, Class AF
0.697%, 12/25/35(b)		459		457,963
Freddie Mac REMICs
Series 2920, Class F
0.65%, 1/15/35(b)		479		478,203
Series 3001, Class HN
0.65%, 5/15/35(b)		495		492,517
				2,415,502

9

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

	Principal Amount (000)		U.S. $ Value
NON-AGENCY ARMS–0.5%
Bear Stearns Alt-A Trust
Series 2006-3, Class 22A1
5.638%, 5/25/36	U.S.$	132	$	63,043
Series 2007-1, Class 21A1
5.453%, 1/25/47		209		125,507
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4
5.135%, 5/25/35		288		251,559
Series 2006-AR1, Class 3A1
5.50%, 3/25/36(b)		391		259,564
Indymac Index Mortgage Loan Trust
Series 2006-AR7, Class 4A1
5.724%, 5/25/36		187		113,599
				813,272
NON-AGENCY FLOATING RATE–0.1%
Countrywide Alternative Loan Trust
Series 2005-62, Class 2A1
1.413%, 12/25/35(b)		118		65,024
Series 2007-OA3, Class M1
0.657%, 4/25/47(b) (g)		145		590
WaMu Mortgage Pass Through Certificates
Series 2007-OA1, Class A1A
1.121%, 2/25/47(b)		306		170,441
Series 2007-OA3, Class B1
0.797%, 4/25/47(b) (g)		445		1,305
				237,360
NON-AGENCY FIXED RATE–0.1%
JP Morgan Alternative Loan Trust
Series 2006-A3, Class 2A1
6.048%, 7/25/36		380		234,608
AGENCY FIXED RATE–0.0%
Fannie Mae Grantor Trust
Series 2004-T5, Class AB4
0.633%, 5/28/35		50		47,252
Total CMOs (cost $5,051,084)				3,747,994
ASSET-BACKED SECURITIES–1.5%
CREDIT CARDS—FLOATING RATE–0.9%
Chase Issuance Trust Series
2007-A1, Class A1
0.37%, 3/15/13(b)		875		874,382
Discover Card Master Trust
Series 2009-A1, Class A1
1.65%, 12/15/14(b)		180		183,011
Series 2009-A2, Class A
1.65%, 2/17/15(b)		185		188,318
Series 2010-A1, Class A1
1.00%, 9/15/15(b)		166		166,889

	Principal Amount (000)		U.S. $ Value
MBNA Credit Card Master Note Trust
Series 2006-A2, Class A2
0.41%, 6/15/15(b)	U.S.$	160	$	158,672
				1,571,272
HOME EQUITY LOANS—FIXED RATE–0.3%
Asset Backed Funding Certificates
Series 2003-WF1, Class A2
1.468%, 12/25/32		92		66,989
Citifinancial Mortgage Securities, Inc.
Series 2003-1, Class AFPT
3.36%, 1/25/33		76		65,601
Countrywide Asset-Backed Certificates
Series 2007-S1, Class A3
5.81%, 11/25/36		325		149,685
Credit-Based Asset Servicing and Securitization LLC
Series 2003-CB1, Class AF
3.95%, 1/25/33		206		176,797
				459,072
HOME EQUITY LOANS—FLOATING RATE–0.2%
Home Equity Asset Trust
Series 2007-2, Class M1
0.777%, 7/25/37(b) (g)		67		662
HSBC Home Equity Loan Trust
Series 2005-3, Class A1
0.608%, 1/20/35(b)		120		101,648
Indymac Residential Asset Backed Trust
Series 2006-D, Class 2A2
0.457%, 11/25/36(b)		360		255,757
Option One Mortgage Loan Trust
Series 2007-2, Class M1
0.707%, 3/25/37(b) (g)		160		1,785
				359,852
OTHER ABS—FIXED RATE–0.1%
Dunkin Securitization
Series 2006-1, Class A2
5.779%, 6/20/31(a)		100		96,625
Total Asset-Backed Securities (cost $3,049,157)				2,486,821
GOVERNMENTS—SOVEREIGN AGENCIES–1.4%
GERMANY–0.1%
Landwirtschaftliche Rentenbank
5.125%, 2/01/17		70		79,290
UNITED KINGDOM–1.3%
Royal Bank of Scotland PLC (The)
1.45%, 10/20/11(a)		1,307		1,309,474
2.625%, 5/11/12(a)		895		915,394
				2,224,868

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Total Governments—Sovereign Agencies (cost $2,273,065)	U.S.$			$	2,304,158
INFLATION-LINKED SECURITIES–1.1%
UNITED STATES–1.1%
U.S. Treasury Inflation Index 3.00%, 7/15/12 (TIPS) (cost $1,743,089)			1,679		1,786,411
GOVERNMENTS—SOVEREIGN BONDS–0.8%
CROATIA–0.3%
Republic of Croatia
6.75%, 11/05/19(a)			435		455,379
LITHUANIA–0.3%
Republic of Lithuania
6.75%, 1/15/15(a)			430		450,653
PERU–0.2%
Republic of Peru
8.75%, 11/21/33			266		361,095
POLAND–0.0%
Republic of Poland
6.375%, 7/15/19			50		54,250
Total Governments—Sovereign Bonds (cost $1,257,335)					1,321,377
AGENCIES–0.7%
AGENCY DEBENTURES–0.7%
Federal National Mortgage Association 6.25%, 5/15/29 (cost $1,303,364)			1,020		1,262,048
QUASI-SOVEREIGNS–0.7%
QUASI-SOVEREIGN BONDS–0.7%
KAZAKHSTAN–0.1%
KazMunaiGaz Finance Sub BV
7.00%, 5/05/20(a)			212		212,806
MALAYSIA–0.3%
Petronas Capital Ltd.
5.25%, 8/12/19(a)			420		441,592
RUSSIA–0.3%
RSHB Capital SA for OJSC Russian Agricultural Bank
6.299%, 5/15/17(a)			480		476,400
Total Quasi-Sovereigns (cost $1,105,299)					1,130,798
SUPRANATIONALS–0.4%
European Bank for Reconstruction & Development
Series G
9.25%, 9/10/12(h)		BRL	1,150		632,137
European Investment Bank
4.875%, 2/15/36	U.S.$		110		115,987
Total Supranationals (cost $767,454)					748,124

	Principal Amount (000)		U.S. $ Value
LOCAL GOVERNMENTS—MUNICIPAL BONDS–0.3%
UNITED STATES–0.3%
State of California
7.625%, 3/01/40
(cost $413,582)	U.S.$	405	$	437,590

	Shares
PREFERRED STOCKS–0.2% FINANCIAL INSTITUTIONS–0.2%
FINANCE–0.1%
Citigroup Capital XII
8.50%		7,000	175,000
REITS–0.1%
Sovereign Real Estate Investment Trust
12.00% (a)		93	98,580
			273,580
NON CORPORATE SECTORS–0.0%
AGENCIES—GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp.
Series Z
8.375%		2,400	816
Federal National Mortgage Association
8.25%		2,950	1,003
			1,819
Total Preferred Stocks (cost $396,409)			275,399

	Principal Amount (000)
EMERGING MARKETS—CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
ENERGY–0.1%
Ecopetrol SA
7.625%, 7/23/19	U.S.$	143	$	161,948
FINANCIAL INSTITUTIONS–0.0%
OTHER FINANCE–0.0%
AES El Salvador Trust
6.75%, 2/01/16(a)		100		93,493
Total Emerging Markets—Corporate Bonds (cost $242,208)				255,441

11

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

	Shares		U.S. $ Value
COMMON STOCKS–0.0%
Broder Brothers Co.		3,463	$	0
Dex One Corp.(i)		1,786		33,934
Total Common Stocks (cost $368,283)				33,934
WARRANTS–0.0%
Charter Communications, Inc., expiring 11/30/14(i) (cost $2,140)		1,070		5,617

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–6.1%
TIME DEPOSIT–6.1%
State Street Time Deposit 0.01%, 7/01/10 (cost $10,196,000)	U.S.$	10,196	$	10,196,000
TOTAL INVESTMENTS–102.2% (cost $165,303,152)				170,941,911
Other assets less liabilities–(2.2)%				(3,731,246	)
NET ASSETS–100.0%			$	167,210,665

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Bond 30 Yr Futures	1	September 2010	$	124,525	$	127,500	$	2,975
U.S. T-Note 5 Yr Futures	49	September 2010		5,734,230		5,799,226		64,996
							$	67,971

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/26/10	3,031	$	2,590,246	$	2,535,020	$	(55,226	)
Canadian Dollar settling 7/22/10	1,701		1,645,641		1,597,950		(47,691	)
Malaysian Ringgit settling 7/29/10	2,700		839,988		832,990		(6,998	)
Norwegian Krone settling 9/02/10	5,380		835,276		824,066		(11,210	)
South Korean Won settling 7/29/10	3,760,856		3,372,512		3,074,863		(297,649	)
Sale Contracts:
British Pound settling 7/26/10	93		134,182		139,017		(4,835	)
Euro settling 8/25/10	4,023		4,944,797		4,920,722		24,075
Japanese Yen settling 7/15/10	427,327		4,590,080		4,834,182		(244,102	)
Swiss Franc settling 8/11/10	1,859		1,605,074		1,725,631		(120,557	)

12

AllianceBernstein Variable Products Series Fund

REVERSE REPURCHASE AGREEMENTS (see Note D)

Broker	Interest Rate		Maturity	U.S. $ Value at June 30, 2010
JP Morgan Chase	(0.40	)%*	12/31/10	$	657,973

* Interest payment due from counterparty.

(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, 2010, the aggregate market value of these securities amounted to $14,433,384 or 8.6% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2010.

(c) Variable rate coupon, rate shown as of June 30, 2010.

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

(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.02% of net assets as of June 30, 2010, are considered illiquid and restricted.

Restricted Securities	Acquisition Date	Cost		Market Value		Percentage of Net Assets
Broder Brothers Co. 12.00%, 10/15/13	5/21/09	$	69,533	$	30,451	0.02	%
Greektown Holdings LLC 10.75%, 12/01/13	11/22/05		54,539		3,506	0.00	%

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

(g) Illiquid security.

(h) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements. The aggregate market value of these securities amounted to $632,137.

(i) Non-income producing security.

The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of June 30, 2010, the fund’s total exposure to subprime investments was 1.26% of net assets. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).

Currency Abbreviations

BRL—Brazilian Real

EUR—Euro

GBP—Pound Sterling

Glossary:

ABS—Asset-Backed Securities

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

CMOs—Collateralized Mortgage Obligations

LP—Limited Partnership

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

13

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $165,303,152)	$	170,941,911
Cash		41,817	(a)
Interest receivable		1,521,001
Receivable for investment securities sold		1,142,351
Unrealized appreciation of forward currency exchange contracts		24,075
Receivable for capital stock sold		9,844
Other assets		309,159
Total assets		173,990,158
LIABILITIES
Payable for investment securities purchased		4,252,913
Payable for capital stock redeemed		881,054
Unrealized depreciation of forward currency exchange contracts		788,268
Payable for reverse repurchase agreements		657,973
Advisory fee payable		61,838
Administrative fee payable		17,020
Distribution fee payable		8,403
Payable for variation margin on futures contracts		3,453
Transfer Agent fee payable		157
Accrued expenses		108,414
Total liabilities		6,779,493
NET ASSETS	$	167,210,665
COMPOSITION OF NET ASSETS
Capital stock, at par	$	13,933
Additional paid-in capital		158,929,081
Undistributed net investment income		2,641,111
Accumulated net realized gain on investment and foreign currency transactions		598,849
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		5,027,691
	$	167,210,665

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	126,277,231	10,499,565	$	12.03
B	$	40,933,434	3,433,415	$	11.92

(a) An amount of $41,300 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2010.

See notes to financial statements.

14

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	3,640,074
Dividends		9,836
		3,649,910
EXPENSES
Advisory fee (see Note B)		378,302
Distribution fee—Class B		50,996
Transfer agency—Class A		1,503
Transfer agency—Class B		481
Custodian		75,000
Administrative		39,820
Printing		33,011
Audit		21,100
Legal		16,290
Directors’ fees		2,068
Miscellaneous		3,470
Total expenses		622,041
Net investment income		3,027,869
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		1,451,924
Futures contracts		105,166
Swap contracts		194,000
Foreign currency transactions		1,152,606
Net change in unrealized appreciation/depreciation of:
Investments		4,978,402
Futures contracts		69,073
Swap contracts		(186,653	)
Foreign currency denominated assets and liabilities		(866,512	)
Net gain on investment and foreign currency transactions		6,898,006
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	9,925,875

See notes to financial statements.

15

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	3,027,869		$	7,793,968
Net realized gain on investment and foreign currency transactions		2,903,696			3,021,971
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		3,994,310			17,458,738
Net increase in net assets from operations		9,925,875			28,274,677
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(6,728,638	)		(4,631,069	)
Class B		(2,087,519	)		(1,370,253	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(4,886,704	)		(21,325,314	)
Total increase (decrease)		(3,776,986	)		948,041
NET ASSETS
Beginning of period		170,987,651			170,039,610
End of period (including undistributed net investment income of $2,641,111 and $8,429,399, respectively)	$	167,210,665		$	170,987,651

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”), is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

17

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

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

	Level 1		Level 2			Level 3		Total
Investments in Securities
Assets:
Corporates—Investment Grades	$	—	$	55,704,687		$	264,288	$	55,968,975
Governments—Treasuries		—		35,891,339			—		35,891,339
Mortgage Pass-Thru’s		—		28,294,504			—		28,294,504
Commercial Mortgage-Backed Securities		—		13,567,174			3,608,350		17,175,524
Corporates—Non-Investment Grades		—		7,619,857			—		7,619,857
CMOs		—		2,462,754			1,285,240		3,747,994
Asset-Backed Securities		—		1,571,272			915,549		2,486,821
Governments—Sovereign Agencies		—		2,304,158			—		2,304,158
Inflation-Linked Securities		—		1,786,411			—		1,786,411
Governments—Sovereign Bonds		—		1,321,377			—		1,321,377
Agencies		—		1,262,048			—		1,262,048
Quasi-Sovereigns		—		1,130,798			—		1,130,798
Supranationals		—		115,987			632,137		748,124
Local Governments—Municipal Bonds		—		437,590			—		437,590
Preferred Stocks		176,819		98,580			—		275,399
Emerging Markets—Corporate Bonds		—		255,441			—		255,441
Common Stocks		33,934		—			—		33,934
Warrants		—		—			5,617		5,617
Short-Term Investments		—		10,196,000			—		10,196,000
Total Investments in Securities		210,753		164,019,977			6,711,181		170,941,911
Other Financial Instruments*:
Assets
Futures Contracts		67,971		—			—		67,971
Forward Currency Exchange Contracts		—		24,075			—		24,075
Liabilities
Forward Currency Exchange Contracts		—		(788,268	)		—		(788,268	)
Total	$	278,724	$	163,255,784		$	6,711,181	$	170,245,689

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

18

AllianceBernstein Variable Products Series Fund

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

	Corporates- Investment Grades			Commercial Mortgage- Backed Securities			CMOs			Asset- Backed Securities
Balance as of 12/31/09	$	264,115		$	1,310,523		$	1,328,791		$	999,348
Accrued discounts /premiums		21			13,057			13			90
Realized gain (loss)		—			—			530			426
Change in unrealized appreciation/depreciation		152			464,784			87,297			497,121
Net purchases (sales)		—			—			(131,391	)		(581,436	)
Transfers into Level 3		—			1,819,986			—			—
Transfers out of Level 3		–0	–		–0	–		–0	–		–0	–
Balance as of 6/30/10	$	264,288		$	3,608,350		$	1,285,240		$	915,549
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/10*	$	152		$	464,784		$	87,297		$	496,806
	Supranationals			Warrants			Total
Balance as of 12/31/09	$	—		$	—		$	3,902,777
Accrued discounts /premiums		291			—			13,472
Realized gain (loss)		—			—			956
Change in unrealized appreciation/depreciation		(25,524	)		(1,071	)		1,022,759
Net purchases (sales)		657,370			—			(55,457	)
Transfers into Level 3		—			6,688			1,826,674
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/10	$	632,137		$	5,617		$	6,711,181
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/10*	$	(25,524	)	$	(1,071	)	$	1,022,444

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

3. Currency Translation

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

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

4. Taxes

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

19

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,820.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

20

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	21,845,624	$	30,945,533
U.S. government securities		43,214,582		42,701,150

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

Gross unrealized appreciation	$	9,312,812
Gross unrealized depreciation		(3,674,053	)
Net unrealized appreciation	$	5,638,759

1. Derivative Financial Instruments

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

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

• Futures Contracts

The Portfolio may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market or for investment purposes. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

21

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

• Swap Agreements

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swap agreements to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap agreement.

Interest Rate Swaps:

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

A Portfolio may enter into interest rate swap transactions to reserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective

22

AllianceBernstein Variable Products Series Fund

commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap contract in evaluating potential counterparty risk. This risk is mitigated by having a master netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Documentation governing the Portfolio’s swap transactions may contain provisions for early termination of a swap in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate the swap and require the Portfolio to pay or receive a settlement amount in connection with the terminated swap transaction.

At June 30, 2010, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	24,075		Unrealized depreciation of forward currency exchange contracts	$	788,268
Interest rate contracts	Receivable for variation margin on futures contracts		67,971	*
Total		$	92,046			$	788,268

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

23

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	370,390	$	(862,422	)
Interest rate contracts	Net realized gain on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		194,000		(186,653	)
Interest rate contracts	Net realized gain on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		105,166		69,073
Total		$	669,556	$	(980,002	)

For the six months ended June 30, 2010, the average monthly principal amount of foreign currency exchange contracts was $32,807,449, average monthly original value of futures contracts was $2,511,157 and average monthly notional amount of interest rate swaps was $3,263,571.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2010, the Portfolio earned drop income of $26,893 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. For the six months ended June 30, 2010, the average amount of reverse repurchase agreements outstanding was $416,327 and the daily weighted average interest rate was -0.45%. During the period, the Portfolio received net interest payment from counterparties.

24

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, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	450,647		825,299		$	5,447,272		$	9,170,402
Shares issued in reinvestment of dividends	563,537		435,251			6,728,638			4,631,069
Shares redeemed	(1,341,039	)	(2,731,935	)		(16,375,931	)		(30,260,650	)
Net decrease	(326,855	)	(1,471,385	)	$	(4,200,021	)	$	(16,459,179	)
Class B
Shares sold	198,791		554,181		$	2,389,204		$	6,108,982
Shares issued in reinvestment of dividends	176,311		129,882			2,087,520			1,370,253
Shares redeemed	(427,079	)	(1,133,057	)		(5,163,407	)		(12,345,370	)
Net decrease	(51,977	)	(448,994	)	$	(686,683	)	$	(4,866,135	)

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.

During the year ended December 31, 2008, the Portfolio had swap counterparty exposure to Lehman Brothers Holdings Inc. (“Lehman Brothers”), as a guarantor for Lehman Brothers Special Financing Inc. (“LBSF”), which filed for bankruptcy on September 15, 2008. As a result, on September 15, 2008, the Portfolio terminated all outstanding swap contracts with LBSF prior to their scheduled maturity dates in accordance with the terms of the swap agreements. Upon the termination of the swap contracts, Lehman Brothers’ obligations to the Portfolio amounted to $920,116. The Portfolio’s claim to these obligations subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). As of June 30, 2010, the Bankruptcy Claim, based upon the estimated recovery value, was being valued at $309,159 (33.60% of the Bankruptcy Claim). The estimated recovery value may change over time. The Adviser has agreed to make the Portfolio whole in respect of the amount of the recovery that would be paid on the Bankruptcy Claim in the event the Bankruptcy Claim is not honored by the Lehman Brothers estate, or with respect to any diminution in value upon the sale of the Bankruptcy Claim, in either case resulting from the manner in which the Bankruptcy Claim was processed by the Adviser.

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

25

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

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	6,001,322		$	4,086,954
Long-term capital gains		–0	–		–0	–
Total taxable distributions	$	6,001,322		$	4,086,954
Total distributions paid	$	6,001,322		$	4,086,954

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	8,774,449
Accumulated capital and other losses		(2,424,598	)(a)
Unrealized appreciation/(depreciation)		808,081	(b)
Total accumulated earnings/(deficit)	$	7,157,932

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $2,235,491 (of which approximately $665,580 and $545,980, respectively, were attributable to the purchase of net assets of AllianceBernstein High Yield Portfolio and AllianceBernstein Global Bond Portfolio) of which $125,778 expires in the year 2012, $749,515 expires in the year 2013, $357,884 expires in the year 2014, $336,267 expires in the year 2015 and $666,047 expires in the year 2016. During the fiscal year, the Portfolio had capital loss carryforwards expire of $2,755,811 and utilized of $1,452,577. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. As a result of the merger with AllianceBernstein High Yield Portfolio and AllianceBernstein Global Bond Portfolio into the Portfolio, various limitations and reductions regarding the future utilization of certain capital loss carryforwards were applied, based on certain provisions in the Internal Revenue Code. As of December 31, 2009, the Portfolio had deferred straddle losses of $189,107.

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

26

AllianceBernstein Variable Products Series Fund

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

27

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	Class A
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$11.98		$10.50		$11.78		$11.78		$11.82		$12.28
Income From Investment Operations
Net investment income (a)	.22		.52		.51		.54		.50		.41
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.50		1.37		(1.22	)	.01		(.06	)	(.17	)
Contributions from Adviser	–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.72		1.89		(.71	)	.55		.44		.24
Less: Dividends and Distributions
Dividends from net investment income	(.67	)	(.41	)	(.57	)	(.55	)	(.48	)	(.36	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	–0	–	(.34	)
Total dividends and distributions	(.67	)	(.41	)	(.57	)	(.55	)	(.48	)	(.70	)
Net asset value, end of period	$12.03		$11.98		$10.50		$11.78		$11.78		$11.82
Total Return
Total investment return based on net asset value (c)	6.03	%*	18.51	%*	(6.38	)%*	4.85	%	3.93	%	1.98	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$126,277		$129,647		$129,111		$66,305		$71,655		$83,329
Ratio to average net assets of:
Expenses	.68	%(d)(e)	.69	%	.64	%	.78	%	.77	%(e)	.71	%
Net investment income	3.66	%(d)(e)	4.69	%	4.72	%	4.58	%	4.25	%(e)	3.37	%
Portfolio turnover rate	39	%	102	%	106	%	90	%	327	%	529	%

See footnote summary on page 29.

28

AllianceBernstein Variable Products Series Fund

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

	Class B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$11.86		$10.40		$11.67		$11.67		$11.72		$12.18
Income From Investment Operations
Net investment income (a)	.20		.49		.48		.50		.46		.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.50		1.36		(1.21	)	.02		(.06	)	(.17	)
Contributions from Adviser	–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	.70		1.85		(.73	)	.52		.40		.21
Less: Dividends and Distributions
Dividends from net investment income	(.64	)	(.39	)	(.54	)	(.52	)	(.45	)	(.33	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	–0	–	(.34	)
Total dividends and distributions	(.64	)	(.39	)	(.54	)	(.52	)	(.45	)	(.67	)
Net asset value, end of period	$11.92		$11.86		$10.40		$11.67		$11.67		$11.72
Total Return
Total investment return based on net asset value (c)	5.90	%*	18.20	%*	(6.59	)%*	4.60	%	3.59	%	1.75	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$40,934		$41,341		$40,929		$20,289		$22,340		$24,716
Ratio to average net assets of:
Expenses	.93	%(d)(e)	.94	%	.89	%	1.03	%	1.02	%(e)	.96	%
Net investment income	3.41	%(d)(e)	4.44	%	4.47	%	4.32	%	4.01	%(e)	3.14	%
Portfolio turnover rate	39	%	102	%	106	%	90	%	327	%	529	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009 and December 31, 2008 by 0.03%, 0.01% and 0.09%, respectively.

See notes to financial statements.

29

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”).^{2 ,3} The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴

Category	Net Assets 09/30/09 ($MIL)	Advisory Fee Based on % of Average Daily Net Assets	Portfolio
Low Risk Income	$171.7	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	Intermediate Bond Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $88,250 (0.06 % of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Intermediate Bond Portfolio	Class A    0.64% Class B    0.89%	December 31

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 21, 2009.

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

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

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

30

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Not withstanding 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.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 fee based on September 30, 2009 net assets:

Portfolio	Net Assets 09/30/09 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Intermediate Bond Portfolio	$171.7	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum Account Size: $25 million	0.252	%	0.450	%

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule, although it should be noted that there were no such institutional accounts that are similar in investment style to the Portfolio, which opened in the last three years ending September 30, 2009. Discounts that are negotiated vary based upon each client relationship.

31

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

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. Intermediate Duration Portfolio of SCB Fund has a similar investment style as the Portfolio. Set forth in the table below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule on Intermediate Duration Portfolio been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2009 net assets:

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

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. ABMF was also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc.—Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2009 net assets and the Portfolio’s advisory fee:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Intermediate Bond Portfolio	Bond Fund, Inc.—Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	0.450	%	0.450	%
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio6	0.50% on first $1 billion 0.45% on the balance	0.500	%	0.450	%

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

32

AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is the Portfolio’s advisory fees and the effective management fees⁷ of the sub-advisory relationships based on September 30, 2009 net assets:⁸

Fund	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-Advised Fund Management Effective Fee (%)	Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client #1	AB Sub-Advisory Fee Schedule: 0.29% on first $100 million 0.20% thereafter	0.252	0.450
		Client #1 Advisory Fee Schedule: 0.40% on first $4 billion 0.38% on next $4 billion 0.36% thereafter	0.400
		Client #1 Administrative Fee The sub-advised fund is utilized as an underlying fund for funds-of-funds. There is no administration fee at the underlying fund level.

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 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 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, and expense components and attributes. An EG will typically consist of seven to twenty funds.

7 Management fees include advisory fees and administration fees.

8 In all cases the sub-adviser, AllianceBernstein, is paid by the sub-advised funds’ advisers.

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

33

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

The Portfolio’s original EG had an insufficient number of peers in the view of the Senior Officer and the Adviser. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio.

Portfolio	Contractual Management Fee11	Lipper Exp. Group Median	Rank
Intermediate Bond Portfolio12	0.450	0.495	6/18

However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification.¹³ A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹⁴ Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown:

Portfolio	Expense Ratio (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Intermediate Bond Portfolio	0.638	0.639	9/18	0.609	22/35

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 2008, relative to 2007.

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

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

13 The expansion of the Portfolio’s EU was not requested by the Adviser or the Senior Officer. They requested only that the EGs be expanded.

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

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

34

AllianceBernstein Variable Products Series Fund

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees it 0.25%. During the fiscal year ended December 31, 2008, ABI received $97,267 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2008, the Adviser determined that it made payments in the amount of $266,578 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁶ During the most recently completed fiscal year, ABIS received a fee of $969 from the Portfolio.¹⁷

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁹ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund assets under management (“AUM”), family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of fund size and the large asset manager’s proportion of mutual fund assets to non-mutual fund assets.

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

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

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

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

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

35

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

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

With assets under management of approximately $498 billion as of September 30, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”)²² and Lipper Performance Universe (“PU”) for the periods ended July 31, 2009.²³

Portfolio	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	5.94	6.32	5.94	6/9	10/19
3 year	4.31	4.31	4.21	5/9	9/19
5 year	3.66	3.91	3.79	6/9	10/18
10 year	5.02	5.06	5.04	6/9	10/18

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information for the Portfolio is also shown.²⁶

	Periods Ending July 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Intermediate Bond Portfolio	5.94	4.31	3.66	5.02	5.20	4.58	0.40	10
Barclays Capital U.S. Government Bond Index	6.67	7.02	5.31	6.13	6.28	4.53	0.65	10
Inception Date: September 17, 1992

CONCLUSION:

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

Dated: November 25, 2009

21 The performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio that is shown was provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

22 The Portfolio’s PG/PU are not identical to the Portfolio’s EG/EU, as the criteria for including/excluding a fund in/from a PG/PU are somewhat different from that of an EG/EU.

23 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if the Portfolio may have had a different investment classification/objective at different points in time.

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

25 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2009.

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

36

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERNATIONAL GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Growth Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	877.66	$	4.38	0.94	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.13	$	4.71	0.94	%
Class B
Actual	$	1,000	$	876.67	$	5.54	1.19	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.89	$	5.96	1.19	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Investimentos Itau SA (Preference Shares)	$	5,091,635	3.1	%
Nestle SA		3,884,220	2.4
British American Tobacco PLC		3,530,196	2.2
Tesco PLC		3,447,315	2.1
HSBC Holdings PLC		3,425,422	2.1
Partners Group Holding AG		3,273,829	2.0
Schlumberger Ltd.		3,126,710	1.9
Standard Chartered PLC		3,102,413	1.9
Rio Tinto PLC		2,825,496	1.7
Equinox Minerals Ltd. (Toronto)		2,694,889	1.6
	$	34,402,125	21.0	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Financials	$	37,269,158	22.8	%
Industrials		21,122,575	12.9
Materials		19,657,857	12.1
Consumer Discretionary		17,758,428	10.9
Energy		16,413,026	10.1
Consumer Staples		15,955,547	9.8
Information Technology		12,914,315	7.9
Health Care		12,260,975	7.5
Telecommunication Services		8,224,196	5.0
Utilities		1,298,016	0.8
Short-Term Investments		380,000	0.2
Total Investments	$	163,254,093	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
United Kingdom	$	37,023,276	22.7	%
Switzerland		18,549,163	11.4
Japan		14,295,269	8.8
China		12,614,350	7.7
Brazil		12,262,784	7.5
France		11,120,789	6.8
Germany		7,917,575	4.8
South Africa		5,421,394	3.3
Netherlands		4,392,348	2.7
India		4,026,914	2.5
Canada		3,563,082	2.2
South Korea		3,316,243	2.0
Italy		3,215,727	2.0
Other		25,155,179	15.4
Short-Term Investments		380,000	0.2
Total Investments	$	163,254,093	100.0	%

* All data are as of June 30, 2010. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.5% or less in the following countries: Australia, Belgium, Egypt, Hong Kong, Indonesia, Ireland, Israel, Mexico, Nigeria, Russia, Singapore, Spain, Sweden, Taiwan, Turkey and United States.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.8%
FINANCIALS–22.0%
CAPITAL MARKETS–5.6%
Azimut Holding SpA	61,305	$	506,041
Credit Suisse Group AG	38,755		1,457,081
GAM Holding Ltd.(a)	60,159		650,110
Julius Baer Group Ltd.	73,560		2,097,386
Man Group PLC	338,962		1,123,627
Partners Group Holding AG	27,133		3,273,829
			9,108,074
COMMERCIAL BANKS–13.2%
Bank Central Asia Tbk PT	1,831,500		1,191,666
BNP Paribas	25,230		1,357,393
Commercial International Bank Egypt SAE	55,564		647,586
HSBC Holdings PLC	374,949		3,425,422
Industrial & Commercial Bank of China–Class H	3,611,000		2,629,261
Investimentos Itau SA (Preference Shares)	858,114		5,091,635
Standard Bank Group Ltd.	42,800		567,574
Standard Chartered PLC	127,407		3,102,413
Turkiye Garanti Bankasi AS	349,700		1,455,322
United Overseas Bank Ltd.	149,000		2,072,867
			21,541,139
DIVERSIFIED FINANCIAL SERVICES–1.8%
FirstRand Ltd.	285,800		668,965
IG Group Holdings PLC	239,238		1,494,664
Singapore Exchange Ltd.	165,000		865,298
			3,028,927
INSURANCE–1.4%
China Life Insurance Co., Ltd.–Class H	539,000		2,353,768
			36,031,908
INDUSTRIALS–12.9%
AEROSPACE & DEFENSE–0.8%
Safran SA	45,700		1,274,812
AIRLINES–0.5%
British Airways PLC(a)	262,697		763,206
COMMERCIAL SERVICES & SUPPLIES–0.8%
Secom Co., Ltd.	29,600		1,314,419
CONSTRUCTION & ENGINEERING–1.6%
Samsung Engineering Co., Ltd.	13,832		1,280,942
Vinci SA	32,100		1,332,844
			2,613,786

Company	Shares	U.S. $ Value
ELECTRICAL EQUIPMENT–1.8%
ABB Ltd. (REG)(a)	101,112	$	1,760,421
SMA Solar Technology AG	11,318		1,159,232
			2,919,653
INDUSTRIAL CONGLOMERATES–1.2%
Koninklijke Philips Electronics NV	66,404		1,982,959
MACHINERY–2.9%
Komatsu Ltd.	87,500		1,575,536
MAN SE	18,851		1,554,113
SKF AB	86,692		1,555,878
			4,685,527
MARINE–1.4%
China Shipping Development Co., Ltd.–Class H	1,038,000		1,309,493
Orient Overseas International Ltd.(a)	151,000		1,069,796
			2,379,289
ROAD & RAIL–1.0%
East Japan Railway Co.	24,900		1,657,980
TRADING COMPANIES & DISTRIBUTORS–0.9%
Mitsubishi Corp.	74,000		1,530,944
			21,122,575
MATERIALS–12.0%
CHEMICALS–0.3%
Lanxess AG	10,500		441,960
CONSTRUCTION MATERIALS–0.6%
CRH PLC (London)	46,903		966,347
METALS & MINING–10.2%
ArcelorMittal (Euronext Amsterdam)	28,800		772,467
Centamin Egypt Ltd.(a)	181,700		443,040
Equinox Minerals Ltd. (Toronto)(a)	769,127		2,694,889
Evraz Group SA (GDR)(a)(b)	30,216		714,004
Impala Platinum Holdings Ltd.	47,900		1,114,827
MMX Mineracao e Metalicos SA(a)	124,176		723,729
Rio Tinto PLC	64,341		2,825,496
Sterlite Industries India Ltd. (ADR)	111,700		1,590,608
Usinas Siderurgicas de Minas Gerais SA (Preference Shares)–Class A	75,700		2,017,688
Vale SA (Sponsored ADR) (Local Preference Shares)	70,850		1,489,267
Xstrata PLC	175,242		2,294,735
			16,680,750

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
PAPER & FOREST PRODUCTS–0.9%
Fibria Celulose SA (Sponsored ADR)(a)	106,000	$	1,568,800
			19,657,857
CONSUMER DISCRETIONARY–10.9%
AUTOMOBILES–1.9%
Daimler AG(a)	37,508		1,897,359
Fiat SpA	111,741		1,147,759
			3,045,118
DISTRIBUTORS–0.8%
Imperial Holdings Ltd.	122,293		1,360,046
HOTELS, RESTAURANTS & LEISURE–2.0%
Carnival PLC	41,425		1,341,813
Compass Group PLC	61,865		470,637
Ctrip.com International Ltd. (ADR)(a)	19,700		739,932
Oriental Land Co., Ltd.	8,600		718,726
			3,271,108
MEDIA–3.7%
British Sky Broadcasting Group PLC	30,713		320,699
CTC Media, Inc.	18,900		272,916
Eutelsat Communications	67,630		2,264,089
Informa PLC	138,233		730,333
Naspers Ltd.–Class N	19,040		641,181
SES SA (FDR)	54,064		1,124,342
WPP PLC	67,019		631,351
			5,984,911
SPECIALTY RETAIL–1.7%
Belle International Holdings Ltd.	640,000		909,585
Fast Retailing Co., Ltd.	6,500		983,544
Zhongsheng Group Holdings Ltd.(a)	785,500		968,396
			2,861,525
TEXTILES, APPAREL & LUXURY GOODS–0.8%
Cie Financiere Richemont SA	35,395		1,235,720
			17,758,428
ENERGY–10.0%
ENERGY EQUIPMENT & SERVICES–2.8%
Saipem SpA	51,281		1,561,927
Schlumberger Ltd.	56,500		3,126,710
			4,688,637
OIL, GAS & CONSUMABLE FUELS–7.2%
Afren PLC(a)	1,526,975		1,928,310
BG Group PLC	100,869		1,500,209
China Coal Energy Co.–Class H	1,376,000		1,712,083

Company	Shares	U.S. $ Value
China Shenhua Energy Co., Ltd.–Class H	217,500	$	784,675
Gulf Keystone Petroleum Ltd.(a)	809,700		816,612
Heritage Oil PLC(a)	182,788		1,070,508
Karoon Gas Australia Ltd.(a)	113,698		564,007
Oando PLC	2,034,151		914,374
Suncor Energy, Inc. (Toronto)	29,500		868,193
Tullow Oil PLC	105,236		1,565,418
			11,724,389
			16,413,026
CONSUMER STAPLES–9.8%
BEVERAGES–1.4%
Anheuser-Busch InBev NV	31,892		1,533,406
Cia de Bebidas das Americas (Preference Shares)	7,000		697,712
			2,231,118
FOOD & STAPLES RETAILING–3.2%
Seven & I Holdings Co., Ltd.	50,700		1,161,602
Tesco PLC	611,073		3,447,315
Wal-Mart de Mexico SAB de CV	289,313		640,902
			5,249,819
FOOD PRODUCTS–3.0%
Danone	19,776		1,060,194
Nestle SA	80,554		3,884,220
			4,944,414
TOBACCO–2.2%
British American Tobacco PLC	111,237		3,530,196
			15,955,547
INFORMATION TECHNOLOGY–7.9%
COMMUNICATIONS EQUIPMENT–1.0%
Telefonaktiebolaget LM Ericsson–Class B	114,392		1,268,860
ZTE Corp.–Class H	86,000		261,127
			1,529,987
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
Samsung Electro-Mechanics Co., Ltd.	8,000		1,000,398
Taiyo Yuden Co., Ltd.	51,000		684,887
			1,685,285
INTERNET SOFTWARE & SERVICES–0.5%
Yahoo! Japan Corp.	2,105		839,000
IT SERVICES–1.3%
Cap Gemini SA	21,242		933,577

5

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Infosys Technologies Ltd. (Sponsored ADR)	19,000	$	1,138,290
			2,071,867
OFFICE ELECTRONICS–0.8%
Canon, Inc.	35,600		1,326,792
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.1%
Aixtron AG	28,187		666,376
ARM Holdings PLC	190,400		788,044
ASML Holding NV	35,367		973,295
Samsung Electronics Co., Ltd.	1,650		1,034,903
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)	1		10
			3,462,628
SOFTWARE–1.2%
Autonomy Corp. PLC(a)	30,241		824,320
Nintendo Co., Ltd.	4,000		1,174,436
			1,998,756
			12,914,315
HEALTH CARE–7.5%
HEALTH CARE PROVIDERS & SERVICES–0.9%
Diagnosticos da America SA	71,600		673,953
Fresenius Medical Care AG & Co. KGaA	14,765		796,638
			1,470,591
LIFE SCIENCES TOOLS & SERVICES–0.4%
QIAGEN NV(a)	34,111		663,627
PHARMACEUTICALS–6.2%
Aspen Pharmacare Holdings Ltd.(a)	45,086		445,219
Bayer AG	25,087		1,401,897
Mitsubishi Tanabe Pharma Corp.	42,000		639,916
Novartis AG	43,290		2,097,968
Roche Holding AG	15,202		2,092,428
Sanofi-Aventis SA	20,569		1,238,814
Shire PLC	43,383		889,969
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	25,400		1,320,546
			10,126,757
			12,260,975
TELECOMMUNICATION SERVICES–5.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.4%
Iliad SA	6,886		534,724
Telefonica SA	84,068		1,557,333

Company	Shares		U.S. $ Value
XL Axiata Tbk PT(a)		314,000	$	140,420
				2,232,477
WIRELESS TELECOMMUNICATION SERVICES–3.6%
America Movil SAB de CV Series L (ADR)		24,800		1,178,000
China Mobile Ltd.		95,500		946,030
MTN Group Ltd.		47,583		623,582
NTT DoCoMo, Inc.		454		687,487
VimpelCom Ltd. (Sponsored ADR)(a)		25,874		418,641
Vodafone Group PLC		1,037,606		2,137,979
				5,991,719
				8,224,196
UTILITIES–0.8%
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.8%
NTPC Ltd.		303,480		1,298,016
Total Common Stocks (cost $162,632,211)				161,636,843
WARRANTS–0.8%
FINANCIALS–0.8%
Sberbank of Russian Federation, Merrill Lynch, expiring 11/05/12(a) (cost $1,449,908)		505,000		1,237,250
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
State Street Time Deposit 0.01%, 7/01/10 (cost $380,000)	$	380		380,000
TOTAL INVESTMENTS–99.8% (cost $164,462,119)				163,254,093
Other assets less liabilities–0.2%				353,008
NET ASSETS–100.0%			$	163,607,101

6

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 8/16/10	10,905	$	9,706,322	$	9,131,682	$	(574,640	)
British Pound settling 8/16/10	4,014		5,954,127		5,997,141		43,014
British Pound settling 8/16/10	1,768		2,669,698		2,641,491		(28,207	)
Euro settling 8/16/10	7,680		9,433,113		9,393,596		(39,517	)
Japanese Yen settling 8/16/10	621,366		6,704,496		7,032,871		328,375
Japanese Yen settling 8/16/10	284,174		3,116,490		3,216,396		99,906
New Zealand Dollar settling 8/16/10	1,764		1,245,561		1,206,043		(39,518	)
New Zealand Dollar settling 8/16/10	10,737		7,646,140		7,340,862		(305,278	)
Norwegian Krone settling 8/16/10	31,577		4,903,871		4,841,136		(62,735	)
Norwegian Krone settling 8/16/10	9,697		1,636,834		1,486,667		(150,167	)
Norwegian Krone settling 8/16/10	46,585		7,516,267		7,142,043		(374,224	)
Swedish Krona settling 8/16/10	11,959		1,543,129		1,533,702		(9,427	)
Swedish Krona settling 8/16/10	68,639		9,030,140		8,802,724		(227,416	)
Sale Contracts:
Australian Dollar settling 8/16/10	2,273		1,991,557		1,903,376		88,181
Australian Dollar settling 8/16/10	1,743		1,433,565		1,459,562		(25,997	)
British Pound settling 8/16/10	11,753		17,252,464		17,559,641		(307,177	)
Euro settling 8/16/10	8,362		10,514,379		10,227,767		286,612
Euro settling 8/16/10	3,722		4,612,451		4,552,469		59,982
Euro settling 8/16/10	4,198		5,181,592		5,134,677		46,915
New Zealand Dollar settling 8/16/10	1,964		1,332,476		1,342,782		(10,306	)
Norwegian Krone settling 8/16/10	33,934		5,242,505		5,202,492		40,013
Swedish Krona settling 8/16/10	64,684		8,293,799		8,295,509		(1,710	)
Swiss Franc settling 8/16/10	2,816		2,434,428		2,614,580		(180,152	)
Swiss Franc settling 8/16/10	10,847		9,743,369		10,071,145		(327,776	)

(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, 2010, the market value of this security amounted to $714,004 or 0.4% of net assets.

Glossary:

ADR—American Depository Receipt

FDR—Fiduciary Depositary Receipt

GDR—Global Depository Receipt

REG—Registered Shares

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $164,462,119)	$	163,254,093
Cash		936
Foreign currencies, at value (cost $2,283,242)		2,288,652
Receivable for investment securities sold and foreign currency transactions		1,214,502
Unrealized appreciation of forward currency exchange contracts		992,998
Dividends and interest receivable		713,961
Receivable for capital stock sold		140,379
Total assets		168,605,521
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		2,664,247
Payable for investment securities purchased and foreign currency transactions		1,990,715
Advisory fee payable		105,151
Payable for capital stock redeemed		96,253
Administrative fee payable		22,440
Distribution fee payable		13,052
Transfer Agent fee payable		140
Accrued expenses		106,422
Total liabilities		4,998,420
NET ASSETS	$	163,607,101
COMPOSITION OF NET ASSETS
Capital stock, at par	$	11,462
Additional paid-in capital		226,224,267
Undistributed net investment income		52,891
Accumulated net realized loss on investment and foreign currency transactions		(59,815,577	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(2,865,942	)
	$	163,607,101

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	102,470,561	7,156,404	$	14.32
B	$	61,136,540	4,305,843	$	14.20

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $248,871)	$	2,494,062
Interest		873
		2,494,935
EXPENSES
Advisory fee (see Note B)		698,531
Distribution fee—Class B		86,932
Transfer agency—Class A		1,372
Transfer agency—Class B		818
Custodian		66,216
Administrative		39,680
Printing		21,530
Audit		18,100
Legal		16,290
Directors’ fees		2,013
Miscellaneous		6,508
Total expenses		957,990
Net investment income		1,536,945
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		6,163,531	(a)
Foreign currency transactions		3,029,139
Net change in unrealized appreciation/depreciation of:
Investments		(32,326,202	)(b)
Foreign currency denominated assets and liabilities		(2,000,534	)
Net loss on investment and foreign currency transactions		(25,134,066	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(23,597,121	)

(a) Net of foreign capital gains taxes of $1,331.

(b) Net of increase in accrued foreign capital gains taxes of $142,279.

See notes to financial statements.

9

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

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,536,945		$	2,055,227
Net realized gain (loss) on investment and foreign currency transactions		9,192,670			(23,994,826	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(34,326,736	)		69,860,367
Net increase (decrease) in net assets from operations		(23,597,121	)		47,920,768
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,412,560	)		(3,925,111	)
Class B		(1,333,956	)		(2,361,509	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(5,988,680	)		29,538,145
Total increase (decrease)		(33,332,317	)		71,172,293
NET ASSETS
Beginning of period		196,939,418			125,767,125
End of period (including undistributed net investment income of $52,891 and $2,262,462, respectively)	$	163,607,101		$	196,939,418

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (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 thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or

11

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

	Level 1			Level 2			Level 3			Total
Investments in Securities
Assets:
Common Stocks
Financials	$	5,091,635		$	30,940,273		$	–0	–	$	36,031,908
Industrials		–0	–		21,122,575			–0	–		21,122,575
Materials		10,084,981			9,572,876			–0	–		19,657,857
Consumer Discretionary		1,981,244			15,777,184			–0	–		17,758,428
Energy		3,994,903			12,418,123			–0	–		16,413,026
Consumer Staples		1,338,614			14,616,933			–0	–		15,955,547
Information Technology		1,138,300			11,776,015			–0	–		12,914,315
Health Care		1,994,499			10,266,476			–0	–		12,260,975
Telecommunication Services		1,596,641			6,627,555			–0	–		8,224,196
Utilities		–0	–		1,298,016			–0	–		1,298,016
Warrants		–0	–		–0	–		1,237,250			1,237,250
Short-Term Investments		–0	–		380,000			–0	–		380,000
Total Investments in Securities		27,220,817			134,796,026	+		1,237,250			163,254,093
Other Financial Instruments*:
Assets
Forward Currency Exchange Contracts		–0	–		992,998			–0	–		992,998
Liabilities
Forward Currency Exchange Contracts		–0	–		(2,664,247	)		–0	–		(2,664,247	)
Total	$	27,220,817		$	133,124,777		$	1,237,250		$	161,582,844

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

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

12

AllianceBernstein Variable Products Series Fund

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

	Warrants			Total
Balance as of 12/31/09	$	–0	–	$	–0	–
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		(212,658	)		(212,658	)
Net purchases (sales)		1,449,908			1,449,908
Transfer into Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/10	$	1,237,250		$	1,237,250
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/10*	$	(212,658	)	$	(212,658	)

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

13

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,680.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $264,729, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	117,271,289		$	121,913,713
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	$	11,599,634
Gross unrealized depreciation		(12,807,660	)
Net unrealized depreciation	$	(1,208,026	)

14

AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

At June 30, 2010, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	992,998	Unrealized depreciation of forward currency exchange contracts	$	2,664,247
Total		$	992,998		$	2,664,247

15

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	3,197,310	$(2,009,096)
Total		$	3,197,310	$(2,009,096)

For the six months ended June 30, 2010, the average monthly principal amount of foreign currency exchange contracts was $102,213,749.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	233,892		2,255,155		$	3,760,841		$	34,294,801
Shares issued in reinvestment of dividends	151,829		288,187			2,412,560			3,925,111
Shares redeemed	(691,567	)	(1,509,475	)		(11,054,194	)		(19,928,866	)
Net increase (decrease)	(305,846	)	1,033,867		$	(4,880,793	)	$	18,291,046
Class B
Shares sold	419,325		1,444,164		$	6,835,806		$	20,384,907
Shares issued in reinvestment of dividends	84,588		174,668			1,333,956			2,361,509
Shares redeemed	(594,755	)	(873,820	)		(9,277,649	)		(11,499,317	)
Net increase (decrease)	(90,842	)	745,012		$	(1,107,887	)	$	11,247,099

NOTE F: Risks Involved in Investing in the Portfolio

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

16

AllianceBernstein Variable Products Series Fund

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	6,286,620		$	1,401,613
Long-term capital gains		–0	–		2,164,129
Total taxable distributions		6,286,620			3,565,742
Total distributions paid	$	6,286,620		$	3,565,742

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,706,706
Accumulated capital and other losses		(66,825,239	)(a)
Unrealized appreciation/(depreciation)		27,833,542	(b)
Total accumulated earnings/(deficit)	$	(35,284,991	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $66,400,024 of which $23,898,949 expires in the year 2016 and $42,501,075 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. 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, 2009, the Portfolio defers to January 1, 2010, post October capital losses of $425,215.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gain/losses on certain derivative instruments and the tax treatment of Passive Foreign Investments Companies (“PFIC’s”).

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

17

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

18

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$16.66		$12.52		$24.89		$30.37		$24.27		$20.18
Income From Investment Operations
Net investment income (a)	.14		.22		.38		.20		.30		.25
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.14	)	4.59		(12.35	)	5.16		6.18		3.94
Contributions from Adviser	–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(2.00	)	4.81		(11.97	)	5.36		6.48		4.19
Less: Dividends and Distributions
Dividends from net investment income	(.34	)	(.67	)	–0	–	(.56	)	(.23	)	(.10	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.40	)	(10.28	)	(.15	)	–0	–
Total dividends and distributions	(.34	)	(.67	)	(.40	)	(10.84	)	(.38	)	(.10	)
Net asset value, end of period	$14.32		$16.66		$12.52		$24.89		$30.37		$24.27
Total Return
Total investment return based on net asset value (c)	(12.23	)%	39.58	%	(48.85	)%*	18.13	%	27.04	%	20.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$102,470		$124,335		$80,458		$165,642		$81,655		$58,438
Ratio to average net assets of:
Expenses	.94	%(d)(e)	.99	%	.98	%	1.21	%(e)	1.23	%(e)	1.41	%
Net investment income	1.74	%(d)(e)	1.55	%	1.93	%	.66	%(e)	1.11	%(e)	1.16	%
Portfolio turnover rate	65	%	118	%	90	%	126	%	74	%	43	%

See footnote summary on page 20.

19

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$16.51		$12.41		$24.73		$30.20		$24.16		$20.11
Income From Investment Operations
Net investment income (a)	.12		.18		.31		.13		.22		.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.13	)	4.55		(12.23	)	5.11		6.16		3.91
Contributions from Adviser	–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(2.01	)	4.73		(11.92	)	5.24		6.38		4.12
Less: Dividends and Distributions
Dividends from net investment income	(.30	)	(.63	)	–0	–	(.43	)	(.19	)	(.07	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.40	)	(10.28	)	(.15	)	–0	–
Total dividends and distributions	(.30	)	(.63	)	(.40	)	(10.71	)	(.34	)	(.07	)
Net asset value, end of period	$14.20		$16.51		$12.41		$24.73		$30.20		$24.16
Total Return
Total investment return based on net asset value (c)	(12.33	)%	39.24	%	(48.96	)%*	17.78	%	26.70	%	20.55	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$61,137		$72,604		$45,309		$57,633		$35,321		$25,215
Ratio to average net assets of:
Expenses	1.19	%(d)(e)	1.24	%	1.23	%	1.45	%(e)	1.48	%(e)	1.66	%
Net investment income	1.50	%(d)(e)	1.28	%	1.63	%	.45	%(e)	.81	%(e)	.95	%
Portfolio turnover rate	65	%	118	%	90	%	126	%	74	%	43	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2008 by 0.01%.

See notes to financial statements.

20

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s

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CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World (ex US) Index (Net) (the “MSCI AC World Index”) and the MSCI World (ex US) Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010, and (in the case of comparisons with the MSCI World Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period and in the 2nd quintile of the Performance Group and the Performance Universe for the 10-year period, and that the Portfolio underperformed the MSCI AC World Index in the 1-, 3- and 5-year periods but outperformed that index in the 10-year period, and outperformed the MSCI World Index in the 1-, 5- and 10-year and the since inception periods but underperformed that index in the 3-year period. Based on their review, the directors concluded that the Portfolio’s relative performance was satisfactory.

Advisory Fees and Other Expenses

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

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

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial

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AllianceBernstein Variable Products Series Fund

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 6 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	197.7	International Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $79,010 (0.06% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    0.99%	December 31
	Class B    1.24%

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 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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AllianceBernstein Variable Products Series Fund

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
International Growth  Portfolio6	$197.7	International Large Cap Growth Schedule 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on the balance Minimum account size $25m	0.501	0.750

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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

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

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 Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein International Growth Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
International Growth Portfolio	International Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

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.⁸ 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
International Growth Portfolio	0.750	0.932	1/13

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.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009,

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

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

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

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

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

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when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹³

Portfolio	Expense Ratio (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Growth Portfolio	0.988	1.040	3/13	1.005	9/23

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $135,618 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, 2009, the Adviser determined that it made payment in the amount of $206,757 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.

13 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁵

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund characteristics.¹⁸ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

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

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

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

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended January 31, 2010.²²

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year		44.78		43.6		41.48	6/13	13/33
3 year	–	8.08	–	6.30	–	6.46	8/11	18/26
5 year		4.17		4.99		4.00	7/10	11/23
10 year		3.07		1.45		0.64	3/9	4/16

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

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)		5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
							Volatility (%)	Sharpe (%)
International Growth Portfolio	44.78	–	8.08	4.18	3.08	8.32	20.19	0.11	10
MSCI AC World ex US Index (Net)	47.58	–	5.20	5.14	2.78	N/A	18.62	0.09	10
MSCI World ex US Index (Net)26	40.51	–	7.03	3.49	1.77	4.78	N/A	N/A	N/A
Inception Date: September 23, 1994

CONCLUSION:

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

Dated: June 2, 2010

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

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

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

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

24 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

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

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

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

INTERNATIONAL VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Value Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	825.55	$	3.76	0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.68	$	4.16	0.83	%
Class B
Actual	$	1,000	$	824.23	$	4.88	1.08	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.44	$	5.41	1.08	%

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

1

INTERNATIONAL VALUE
TEN LARGEST HOLDINGS*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Vodafone Group PLC	$	39,012,885	3.2	%
Royal Dutch Shell PLC (Euronext Amsterdam)—Class A		38,840,174	3.2
AstraZeneca PLC		24,355,532	2.0
Allianz SE		24,020,829	2.0
Rio Tinto PLC		22,383,167	1.9
Sanofi-Aventis SA		22,195,361	1.8
E.ON AG		21,515,932	1.8
Samsung Electronics Co., Ltd.		20,637,153	1.7
Telecom Italia Spa		20,493,184	1.7
Nippon Telegraph & Telephone Corp.		20,396,459	1.7
	$	253,850,676	21.0	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Financials	$	265,091,456	22.1	%
Consumer Discretionary		140,510,478	11.7
Energy		135,691,238	11.3
Telecommunication Services		116,491,318	9.7
Industrials		108,579,288	9.0
Materials		92,931,447	7.7
Information Technology		87,572,086	7.3
Health Care		84,790,651	7.0
Consumer Staples		78,897,865	6.6
Utilities		57,506,514	4.8
Short-Term Investments		33,292,500	2.8
Total Investments	$	1,201,354,841	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

INTERNATIONAL VALUE
COUNTRY DIVERSIFICATION*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Japan	$	275,428,704	22.9	%
United Kingdom		227,893,611	19.0
France		145,497,565	12.1
Germany		112,984,248	9.4
Netherlands		53,245,537	4.4
Italy		51,888,302	4.3
South Korea		46,375,233	3.9
Australia		32,961,802	2.8
Canada		30,500,151	2.5
Denmark		23,660,438	2.0
Hong Kong		23,070,138	1.9
Finland		18,111,087	1.5
Switzerland		17,971,573	1.5
Other		108,473,952	9.0
Short-Term Investments		33,292,500	2.8
Total Investments	$	1,201,354,841	100.0	%

* All data are as of June 30, 2010. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.5% or less in the following countries: Austria, Brazil, China, India, Kazakhstan, New Zealand, Russia, South Africa, Spain, Taiwan and Turkey.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–96.7%
FINANCIALS–22.0%
CAPITAL MARKETS–1.2%
Deutsche Bank AG	259,500	$	14,575,895
COMMERCIAL BANKS–14.4%
Banco Bradesco SA (Preference Shares)	424,820		6,615,895
Banco do Brasil SA	670,000		9,149,861
Bank of China Ltd.	8,494,000		4,285,243
Barclays PLC	4,151,200		16,569,534
BNP Paribas	365,629		19,671,108
Danske Bank A/S(a)	678,400		13,054,055
Hana Financial Group, Inc.	374,500		9,930,053
KB Financial Group, Inc.	412,411		15,808,027
National Australia Bank Ltd.	1,024,300		19,804,061
Societe Generale	329,518		13,559,306
Sumitomo Mitsui Financial Group, Inc.	469,400		13,285,118
Turkiye Garanti Bankasi AS	1,152,700		4,797,112
Turkiye Vakiflar Bankasi Tao–Class D	3,495,600		7,948,586
UniCredit Italiano SpA	8,900,240		19,687,630
			174,165,589
CONSUMER FINANCE–1.1%
ORIX Corp.	173,100		12,540,189
INSURANCE–3.0%
Allianz SE	242,700		24,020,829
Muenchener Rueckversicherungs AG (MunichRe)	61,700		7,747,226
Old Mutual PLC	3,066,100		4,694,342
			36,462,397
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.3%
Lend Lease Group	686,200		4,178,735
Mitsui Fudosan Co., Ltd.	896,000		12,470,946
New World Development Ltd.	2,832,000		4,597,606
Sumitomo Realty & Development Co., Ltd.	359,000		6,100,099
			27,347,386
			265,091,456
CONSUMER DISCRETIONARY–11.6%
AUTO COMPONENTS–0.4%
NGK Spark Plug Co., Ltd.	414,000		5,139,724
AUTOMOBILES–2.7%
Bayerische Motoren Werke AG	401,200		19,488,907
Nissan Motor Co., Ltd.(a)	1,966,800		13,705,602
			33,194,509

Company	Shares	U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–1.2%
Thomas Cook Group PLC	2,017,000	$	5,338,748
TUI Travel PLC	2,775,200		8,634,177
			13,972,925
HOUSEHOLD DURABLES–1.9%
Sharp Corp.	940,000		9,915,717
Sony Corp.	501,000		13,363,172
			23,278,889
LEISURE EQUIPMENT & PRODUCTS–0.4%
Namco Bandai Holdings, Inc.	556,500		4,893,456
MEDIA–2.2%
Lagardere SCA	408,000		12,725,221
Vivendi SA	674,510		13,707,440
			26,432,661
MULTILINE RETAIL–1.2%
Marks & Spencer Group PLC	2,144,500		10,564,688
PPR	36,717		4,561,094
			15,125,782
SPECIALTY RETAIL–1.0%
Esprit Holdings Ltd.	2,188,900		11,785,066
TEXTILES, APPAREL & LUXURY GOODS–0.6%
Yue Yuen Industrial Holdings Ltd.	2,159,000		6,687,466
			140,510,478
ENERGY–11.2%
OIL, GAS & CONSUMABLE FUELS–11.2%
BP PLC	3,190,200		15,272,015
China Petroleum & Chemical Corp.–Class H	5,438,000		4,393,357
ENI SpA	637,800		11,707,488
Gazprom OAO (Sponsored ADR)	534,100		10,046,421
JX Holdings, Inc.(a)	1,426,000		7,048,148
KazMunaiGas Exploration Production (GDR)(b)	320,750		5,965,950
LUKOIL OAO (London) (Sponsored ADR)	141,900		7,307,850
Nexen, Inc. (Toronto)	681,075		13,396,938
OMV AG	153,500		4,609,684
Penn West Energy Trust	389,800		7,433,131
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	1,545,100		38,840,174
Suncor Energy, Inc. (Toronto)	328,576		9,670,082
			135,691,238

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
TELECOMMUNICATION SERVICES–9.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.4%
France Telecom SA	651,300	$	11,296,737
Nippon Telegraph & Telephone Corp.	500,700		20,396,459
Telecom Corp. of New Zealand Ltd.	3,166,224		4,062,630
Telecom Italia SpA (ordinary shares)	11,258,700		12,433,553
Telecom Italia SpA (savings shares)	8,823,200		8,059,631
Telefonica SA	516,100		9,560,587
			65,809,597
WIRELESS TELECOMMUNICATION SERVICES–4.2%
KDDI Corp.	2,448		11,668,836
Vodafone Group PLC	18,933,775		39,012,885
			50,681,721
			116,491,318
INDUSTRIALS–9.0%
AEROSPACE & DEFENSE–2.6%
BAE Systems PLC	3,380,600		15,734,052
Rolls-Royce Group–C Shares	185,409,000		277,020
Rolls-Royce Group PLC(a)	1,825,500		15,237,059
			31,248,131
CONSTRUCTION & ENGINEERING–1.0%
Bouygues SA	326,300		12,595,654
INDUSTRIAL CONGLOMERATES–0.5%
Bidvest Group Ltd.	417,700		6,610,603
PROFESSIONAL SERVICES–0.5%
Randstad Holding NV(a)	156,700		6,157,554
ROAD & RAIL–1.1%
East Japan Railway Co.	65,900		4,387,988
Firstgroup PLC	880,300		4,778,418
Nippon Express Co., Ltd.	875,000		3,942,811
			13,109,217
TRADING COMPANIES & DISTRIBUTORS–3.1%
ITOCHU Corp.	1,164,200		9,101,085
Mitsubishi Corp.	788,600		16,314,895
Mitsui & Co., Ltd.	981,000		11,444,127
			36,860,107

Company	Shares	U.S. $ Value
TRANSPORTATION INFRASTRUCTURE–0.2%
Intoll Group	2,293,100	$	1,998,022
			108,579,288
MATERIALS–7.7%
CHEMICALS–0.4%
Air Water, Inc.	14,000		152,855
Arkema SA	137,000		4,768,126
			4,920,981
METALS & MINING–7.3%
BHP Billiton Ltd.	224,400		6,980,984
Hindalco Industries Ltd.	2,182,044		6,712,095
JFE Holdings, Inc.	232,900		7,205,227
Kazakhmys PLC	404,800		5,942,039
Mitsubishi Materials Corp.(a)	2,042,000		5,427,668
Rio Tinto PLC	509,700		22,383,167
Tata Steel Ltd.	902,200		9,355,558
ThyssenKrupp AG	217,800		5,367,274
Xstrata PLC	1,423,210		18,636,454
			88,010,466
			92,931,447
INFORMATION TECHNOLOGY–7.3%
COMMUNICATIONS EQUIPMENT–1.5%
Nokia Oyj	2,222,000		18,111,087
COMPUTERS & PERIPHERALS–1.4%
Toshiba Corp.(a)	3,452,000		17,099,724
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
AU Optronics Corp.	7,964,990		7,052,520
Murata Manufacturing Co., Ltd.	110,400		5,264,760
			12,317,280
IT SERVICES–1.0%
Cap Gemini SA	253,300		11,132,426
OFFICE ELECTRONICS–0.4%
Konica Minolta Holdings, Inc.	471,500		4,535,958
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.7%
Samsung Electronics Co., Ltd.	30,660		19,230,377
Samsung Electronics Co., Ltd. (Preference Shares)	3,300		1,406,776
			20,637,153
SOFTWARE–0.3%
Konami Corp.	242,400		3,738,458
			87,572,086

5

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

Company	Shares	U.S. $ Value
HEALTH CARE–7.0%
PHARMACEUTICALS–7.0%
AstraZeneca PLC	516,600	$	24,355,532
Bayer AG	362,700		20,268,185
Novartis AG	370,830		17,971,573
Sanofi-Aventis SA	368,527		22,195,361
			84,790,651
CONSUMER STAPLES–6.5%
BEVERAGES–1.5%
Asahi Breweries Ltd.	484,700		8,211,321
Carlsberg A/S	139,175		10,606,383
			18,817,704
FOOD & STAPLES RETAILING–1.5%
Aeon Co., Ltd.	598,200		6,329,750
Casino Guichard Perrachon SA	94,800		7,193,884
Koninklijke Ahold NV	346,400		4,284,927
			17,808,561
FOOD PRODUCTS–0.3%
Nutreco Holding NV	73,800		3,962,882
TOBACCO–3.2%
British American Tobacco PLC	391,600		12,427,740
Imperial Tobacco Group PLC	287,600		8,035,741
Japan Tobacco, Inc.	5,736		17,845,237
			38,308,718
			78,897,865

Company	Shares		U.S. $ Value
UTILITIES–4.8%
ELECTRIC UTILITIES–3.8%
E.ON AG		800,200	$	21,515,932
EDF SA		317,800		12,091,208
Tokyo Electric Power Co., Inc. (The)		438,700		11,934,148
				45,541,288
GAS UTILITIES–1.0%
Tokyo Gas Co., Ltd.		2,621,000		11,965,226
				57,506,514
Total Common Stocks (cost $1,321,122,482)				1,168,062,341
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.8%
TIME DEPOSIT–2.8%
State Street Time Deposit 0.01%, 7/01/10 (cost $33,292,500)	$	33,293		33,292,500
TOTAL INVESTMENTS–99.5% (cost $1,354,414,982)				1,201,354,841
Other assets less liabilities–0.5%				5,904,636
NET ASSETS–100.0%			$	1,207,259,477

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50	920	September 2010	$	28,239,518	$	28,890,557	$	651,039

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 7/15/10	111,802	$	102,008,145	$	93,969,152	$  (8,038,993	)
Australian Dollar settling 7/15/10	25,735		23,714,288		21,630,169	(2,084,119	)
Australian Dollar settling 7/15/10	8,651		7,466,332		7,271,132	(195,200	)
Australian Dollar settling 10/15/10	50,647		43,245,447		42,114,033	(1,131,414	)
British Pound settling 7/15/10	12,905		19,890,218		19,281,151	(609,067	)
British Pound settling 7/15/10	18,644		27,603,561		27,855,698	252,137
British Pound settling 7/15/10	8,780		13,134,661		13,118,056	(16,605	)
British Pound settling 10/15/10	23,830		35,648,965		35,602,520	(46,445	)

6

AllianceBernstein Variable Products Series Fund

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
Canadian Dollar settling 7/15/10	7,032	$	6,995,762	$	6,605,104	$	(390,658	)
Canadian Dollar settling 7/15/10	8,615		8,531,139		8,092,004		(439,135	)
Canadian Dollar settling 7/15/10	4,233		4,101,466		3,976,025		(125,441	)
Canadian Dollar settling 7/15/10	17,674		17,393,272		16,601,052		(792,220	)
Canadian Dollar settling 7/15/10	3,591		3,396,773		3,372,999		(23,774	)
Euro settling 7/15/10	8,926		12,055,099		10,915,830		(1,139,269	)
Euro settling 7/15/10	68,272		86,852,224		83,491,546		(3,360,678	)
Euro settling 7/15/10	68,461		83,905,117		83,722,679		(182,438	)
Japanese Yen settling 7/15/10	896,069		9,549,208		10,136,870		587,662
Japanese Yen settling 7/15/10	8,646,253		93,266,307		97,811,600		4,545,293
Japanese Yen settling 7/15/10	1,502,817		16,609,934		17,000,767		390,833
Japanese Yen settling 7/15/10	1,933,090		21,365,540		21,868,274		502,734
New Zealand Dollar settling 7/15/10	104,125		72,158,625		71,355,093		(803,532	)
New Zealand Dollar settling 10/15/10	25,602		18,000,510		17,423,631		(576,879	)
Norwegian Krone settling 7/15/10	471,710		78,385,789		72,436,035		(5,949,754	)
Norwegian Krone settling 7/15/10	42,200		7,140,500		6,480,254		(660,246	)
Norwegian Krone settling 7/15/10	51,207		8,616,355		7,863,374		(752,981	)
Norwegian Krone settling 10/15/10	32,806		5,138,141		5,015,106		(123,035	)
Norwegian Krone settling 10/15/10	183,107		28,103,335		27,991,861		(111,474	)
Swedish Krona settling 7/15/10	47,995		6,698,759		6,155,263		(543,496	)
Swedish Krona settling 7/15/10	615,393		85,301,240		78,922,928		(6,378,312	)
Swedish Krona settling 10/15/10	264,258		34,012,709		33,888,672		(124,037	)
Swiss Franc settling 7/15/10	2,731		2,554,342		2,534,251		(20,091	)
Swiss Franc settling 7/15/10	65,400		61,676,585		60,688,388		(988,197	)
Swiss Franc settling 7/15/10	37,189		34,579,300		34,509,793		(69,507	)
Sale Contracts:
Australian Dollar settling 7/15/10	8,682		7,911,386		7,297,188		614,198
Australian Dollar settling 7/15/10	84,636		75,277,797		71,136,233		4,141,564
Australian Dollar settling 7/15/10	8,206		7,174,424		6,897,111		277,313
Australian Dollar settling 7/15/10	36,013		30,120,193		30,268,788		(148,595	)
Australian Dollar settling 7/15/10	8,651		7,235,437		7,271,132		(35,695	)
Australian Dollar settling 10/15/10	24,447		20,899,496		20,328,189		571,307
British Pound settling 7/15/10	20,395		30,644,915		30,471,839		173,076
British Pound settling 7/15/10	5,336		8,092,791		7,972,431		120,360
British Pound settling 7/15/10	14,598		21,112,358		21,810,635		(698,277	)
Canadian Dollar settling 7/15/10	61,712		61,695,959		57,965,610		3,730,349
Canadian Dollar settling 10/15/10	7,483		7,259,692		7,023,951		235,741
Euro settling 7/15/10	198,777		265,868,213		243,089,394		22,778,819
Euro settling 10/15/10	33,794		41,907,939		41,349,060		558,879
Euro settling 10/15/10	26,008		32,009,866		31,822,405		187,461
Japanese Yen settling 7/15/10	10,149,070		109,746,964		114,812,368		(5,065,404	)
Japanese Yen settling 7/15/10	896,069		9,689,642		10,136,870		(447,228	)
Japanese Yen settling 7/15/10	1,251,694		13,770,465		14,159,914		(389,449	)
Japanese Yen settling 7/15/10	681,396		7,617,023		7,708,360		(91,337	)
Japanese Yen settling 10/15/10	3,289,724		36,830,766		37,275,440		(444,674	)
New Zealand Dollar settling 7/15/10	17,393		12,339,464		11,919,127		420,337

7

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

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2010		Unrealized Appreciation/ (Depreciation)
Sale Contracts: (continued)
New Zealand Dollar settling 7/15/10	6,557	$	4,636,455	$	4,493,401	$	143,054
New Zealand Dollar settling 7/15/10	80,175		57,416,364		54,942,565		2,473,799
Norwegian Krone settling 7/15/10	68,336		11,063,423		10,493,712		569,711
Norwegian Krone settling 7/15/10	22,618		3,620,786		3,473,232		147,554
Norwegian Krone settling 7/15/10	246,967		37,836,881		37,924,382		(87,501	)
Norwegian Krone settling 7/15/10	33,112		5,571,869		5,084,696		487,173
Swedish Krona settling 7/15/10	33,537		4,655,078		4,301,054		354,024
Swedish Krona settling 7/15/10	63,782		8,414,012		8,179,915		234,097
Swedish Krona settling 7/15/10	28,033		3,614,261		3,595,176		19,085
Swedish Krona settling 7/15/10	303,940		38,446,651		38,979,700		(533,049	)
Swiss Franc settling 7/15/10	5,580		5,180,722		5,178,000		2,722
Swiss Franc settling 7/15/10	42,607		38,490,447		39,537,465		(1,047,018	)
Swiss Franc settling 7/15/10	4,087		3,613,552		3,792,560		(179,008	)
Swiss Franc settling 7/15/10	31,531		27,214,272		29,259,412		(2,045,140	)

(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, 2010, the market value of this security amounted to $5,965,950 or 0.5% of net assets.

Glossary:

ADR—American Depository Receipt

GDR—Global Depository Receipt

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,354,414,982)	$	1,201,354,841
Cash		2,473,329	(a)
Foreign currencies, at value (cost $8,344,906)		8,278,573
Unrealized appreciation of forward currency exchange contracts		44,519,282
Dividends and interest receivable		4,906,230
Receivable for investment securities sold		4,466,192
Receivable for capital stock sold		1,808,162
Receivable for variation margin on futures contracts		102,645
Other asset		37,567
Total assets		1,267,946,821
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		46,889,372
Payable for investment securities purchased and foreign currency transactions		10,907,313
Payable for capital stock redeemed		1,274,064
Advisory fee payable		781,965
Distribution fee payable		235,192
Administrative fee payable		20,606
Transfer Agent fee payable		185
Accrued expenses		578,647
Total liabilities		60,687,344
NET ASSETS	$	1,207,259,477
COMPOSITION OF NET ASSETS
Capital stock, at par	$	101,217
Additional paid-in capital		2,395,751,252
Undistributed net investment income		9,399,749
Accumulated net realized loss on investment and foreign currency transactions		(1,043,158,304	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(154,834,437	)
	$	1,207,259,477

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	117,696,130	9,779,029	$	12.04
B	$	1,089,563,347	91,438,248	$	11.92

(a) An amount of $2,472,670 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2010.

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $3,783,445)	$	31,716,123
Interest		3,568
		31,719,691
EXPENSES
Advisory fee (see Note B)		6,284,135
Distribution fee—Class B		1,915,219
Transfer agency—Class A		222
Transfer agency—Class B		2,342
Printing		373,730
Custodian		167,413
Administrative		38,660
Legal		20,040
Audit		18,100
Directors’ fees		1,848
Miscellaneous		39,270
Total expenses		8,860,979
Net investment income		22,858,712
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(39,198,539	)
Futures contracts		(12,360,717	)
Foreign currency transactions		17,622,034
Net change in unrealized appreciation/depreciation of:
Investments		(284,549,244	)
Futures contracts		213,366
Foreign currency denominated assets and liabilities		(13,155,341	)
Net loss on investment and foreign currency transactions		(331,428,441	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(308,569,729	)

See notes to financial statements.

10

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

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	22,858,712		$	44,066,324
Net realized loss on investment and foreign currency transactions		(33,937,222	)		(779,034,753	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(297,491,219	)		1,295,176,771
Net increase (decrease) in net assets from operations		(308,569,729	)		560,208,342
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,084,008	)		(2,172,110	)
Class B		(8,611,462	)		(16,521,947	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(361,543,817	)		(469,073,106	)
CAPITAL CONTRIBUTIONS
Proceeds from third party regulatory settlement (see Note E)		–0	–		37,567
Total increase (decrease)		(679,809,016	)		72,478,746
NET ASSETS
Beginning of period		1,887,068,493			1,814,589,747
End of period (including undistributed/(distributions in excess of) net investment income of $9,399,749 and ($3,763,493), respectively)	$	1,207,259,477		$	1,887,068,493

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time (see Note A.2).

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or

12

AllianceBernstein Variable Products Series Fund

liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

Financials

$

15,765,756

$

249,325,700

$

–0

–

$

265,091,456

Consumer Discretionary

–0

–

140,510,478

–0

–

140,510,478

Energy

43,514,249

92,176,989

–0

–

135,691,238

Telecommunication Services

–0

–

116,491,318

–0

–

116,491,318

Industrials

–0

–

108,302,268

277,020

108,579,288

Materials

–0

–

92,931,447

–0

–

92,931,447

Information Technology

–0

–

87,572,086

–0

–

87,572,086

Health Care

–0

–

84,790,651

–0

–

84,790,651

Consumer Staples

–0

–

78,897,865

–0

–

78,897,865

Utilities

–0

–

57,506,514

–0

–

57,506,514

Short-Term Investments

–0

–

33,292,500

–0

–

33,292,500

Total Investments in Securities

59,280,005

1,141,797,816

+

277,020

1,201,354,841

Other Financial Instruments*:

Assets

Futures Contracts

651,039

–0

–

–0

–

651,039

Forward Currency Exchange Contracts

–0

–

44,519,282

–0

–

44,519,282

Liabilities

Forward Currency Exchange Contracts

–0

–

(46,889,372

)

–0

–

(46,889,372

)

Total

$

59,931,044

$

1,139,427,726

$

277,020

$

1,199,635,790

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

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

13

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

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

	Rights			Industrials			Total
Balance as of 12/31/09	$	3		$	–0	–	$	3
Accrued discounts /premiums		–0	–		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–		–0	–
Change in unrealized appreciation/depreciation		(3	)		(8,547	)		(8,550	)
Net purchases (sales)		–0	–		285,567			285,567
Transfer into Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/10	$	–0	–	$	277,020		$	277,020
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/10*	$	–0	–	$	(8,547	)	$	(8,547	)

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

14

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2010, there was no such reimbursement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $38,660.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $1,188,318, of which $0 and $12,535, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	514,185,924		$	852,971,597
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	$	74,291,886
Gross unrealized depreciation		(227,352,027	)
Net unrealized depreciation	$	(153,060,141	)

15

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

1. Derivative Financial Instruments

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

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

• Futures Contracts

The Portfolio may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the

16

AllianceBernstein Variable Products Series Fund

counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

At June 30, 2010, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	44,519,282		Unrealized depreciation of forward currency exchange contracts	$	46,889,372
Equity contracts	Receivable for variation margin on futures contracts		651,039	*
Total		$	45,170,321			$	46,889,372

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	20,798,230			$(13,069,726)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(12,360,717	)		213,366
Total		$	8,437,513		$	(12,856,360	)

For the six months ended June 30, 2010, the average monthly principal amount of foreign currency exchange contracts was $1,290,400,285 and average monthly original value of futures contracts was $17,670,397.

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

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	1,579,431		4,516,357		$	22,140,290		$	52,692,835
Shares issued in reinvestment of dividends	78,155		151,261			1,084,008			2,172,110
Shares redeemed	(4,078,021	)	(6,509,436	)		(57,748,028	)		(77,800,323	)
Net decrease	(2,420,435	)	(1,841,818	)	$	(34,523,730	)	$	(22,935,378	)
Class B
Shares sold	7,279,933		23,570,199		$	100,449,606		$	241,290,066
Shares issued in reinvestment of dividends	627,200		1,163,518			8,611,463			16,521,947
Shares redeemed	(33,952,150	)	(59,100,246	)		(436,081,156	)		(703,949,741	)
Net decrease	(26,045,017	)	(34,366,529	)	$	(327,020,087	)	$	(446,137,728	)

For the year ended December 31, 2009, the Portfolio received $37,567 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Portfolio’s statement of changes in net assets. Neither the Portfolio nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE F: Risks Involved in Investing in the Portfolio

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

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

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AllianceBernstein Variable Products Series Fund

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	18,694,057		$	53,131,866
Long-term capital gains		–0	–		128,214,203
Total distributions paid	$	18,694,057		$	181,346,069

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,229,469
Accumulated capital and other losses		(966,720,613	)(a)
Unrealized appreciation/(depreciation)		87,163,351	(b)
Total accumulated earnings/(deficit)	$	(870,327,793	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $958,465,566 of which $41,335,504 expires in the year 2016, and $917,130,062 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital loss incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2009, the Portfolio defers post October capital losses of $8,255,047 to January 1,2010.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gain/losses on certain derivative instruments and the tax treatment of Passive Foreign Investment Companies (“PFICs”).

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

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INTERNATIONAL VALUE 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 containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

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INTERNATIONAL 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,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$14.70		$11.05		$25.14		$24.96		$19.07		$16.70
Income From Investment Operations
Net investment income (a)	.20		.29		.54		.43		.38		.26	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.75	)	3.54		(13.15	)	1.07		6.21		2.49
Net increase (decrease) in net asset value from operations	(2.55	)	3.83		(12.61	)	1.50		6.59		2.75
Less: Dividends and Distributions
Dividends from net investment income	(.11	)	(.18	)	(.23	)	(.31	)	(.30	)	(.10	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(1.25	)	(1.01	)	(.40	)	(.28	)
Total dividends and distributions	(.11	)	(.18	)	(1.48	)	(1.32	)	(.70	)	(.38	)
Net asset value, end of period	$12.04		$14.70		$11.05		$25.14		$24.96		$19.07
Total Return
Total investment return based on net asset value (c)	(17.45	)%	34.68	%	(53.18	)%	5.84	%	35.36	%	16.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$117,696		$179,342		$155,183		$219,691		$129,837		$56,692
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.83	%(d)(e)	.83	%	.81	%	.81	%	.85	%(e)	.86	%
Expenses, before waivers/reimbursements	.83	%(d)(e)	.83	%	.81	%	.81	%	.85	%(e)	.87	%
Net investment income	2.87	%(d)(e)	2.40	%	2.98	%	1.68	%	1.75	%(e)	1.54	%(b)
Portfolio turnover rate	32	%	52	%	36	%	23	%	25	%	18	%

See footnote summary on page 22.

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INTERNATIONAL 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,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$14.54		$10.93		$24.88		$24.74		$18.93		$16.61
Income From Investment Operations
Net investment income (a)	.19		.28		.50		.36		.33		.19	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(2.74	)	3.47		(13.02	)	1.06		6.16		2.50
Net increase (decrease) in net asset value from operations	(2.55	)	3.75		(12.52	)	1.42		6.49		2.69
Less: Dividends and Distributions
Dividends from net investment income	(.07	)	(.14	)	(.18	)	(.27	)	(.28	)	(.09	)
Distributions from net realized gain on investment transactions	0		0		(1.25	)	(1.01	)	(.40	)	(.28	)
Total dividends and distributions	(.07	)	(.14	)	(1.43	)	(1.28	)	(.68	)	(.37	)
Net asset value, end of period	$11.92		$14.54		$10.93		$24.88		$24.74		$18.93
Total Return
Total investment return based on net asset value (c)	(17.58	)%	34.36	%	(53.28	)%	5.58	%	35.05	%	16.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,089,563		$1,707,726		$1,659,407		$2,818,307		$1,888,710		$840,572
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.08	%(d)(e)	1.08	%	1.06	%	1.06	%	1.10	%(e)	1.11	%
Expenses, before waivers/reimbursements	1.08	%(d)(e)	1.08	%	1.06	%	1.06	%	1.10	%(e)	1.12	%
Net investment income	2.72	%(d)(e)	2.38	%	2.77	%	1.41	%	1.53	%(e)	1.08	%(b)
Portfolio turnover rate	32	%	52	%	36	%	23	%	25	%	18	%

(a) Based on average shares outstanding.

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

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

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

See notes to financial statements.

22

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 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

23

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2010 and (in the case of comparisons with the Index) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1-year period, in the 5th quintile of the Performance Group and the Performance Universe for the 3-year period and 3rd out of 4 of the Performance Group and in the 5th quintile of the Performance Universe for the 5-year period, and that the Portfolio outperformed the Index in the 1-year and the since inception periods but underperformed the Index in the 3- and 5-year periods. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, as well as the improvement in relative performance ranking in the 1-year period, the directors concluded that the Portfolio’s performance was acceptable. The directors determined to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

24

AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, at the request of the Adviser and the Fund’s Senior Officer, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines and not at the request of the Adviser or the Fund’s Senior Officer. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the less than 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels and that, prior to the reduction in the Portfolio’s assets as a result of the steep market declines in 2008, net assets had been in excess of the first breakpoint level. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

25

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE CAPS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	1,858.6	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 $80,696 (0.004% of the Portfolio’s average daily net assets) for such services.

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

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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AllianceBernstein Variable Products Series Fund

It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
International Value Portfolio	Class A    1.20%	0.83%	December 31
	Class B    1.45%	1.08%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴

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

27

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

In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Advisory Fee (%)
International Value Portfolio	$	1,858.6	International Value  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	0.411	0.750

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.⁷ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein International Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
International Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

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

Portfolio	ITM Mutual Fund	Fee8
International Value Portfolio	Bernstein Kokusai Strategic Value9	0.95% on first ¥1 billion 0.85% on next ¥1.5 billion 0.75% on next ¥2.5 billion 0.60% on next ¥5 billion 0.50% thereafter

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The Portfolio has a similar investment style as International Value Strategy, but the Portfolio has a higher exposure to emerging markets equity than its institutional counterpart.

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 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 31, 2010 by Reuters was ¥93.49 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.7 million.

9 This ITM Fund is privately placed or institutional.

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AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
International Value Fund	Client # 1	0.65% on 1st $75 million 0.50% on next $25 million 0.40% on next $200 million 0.35% on next $450 million 0.30% on the balance	0.340		0.750
	Client #  210 ,11	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance	0.567		0.750
	Client #  310 ,11	0.60% of average daily net assets	0.600		0.750
	Client # 4	0.765% on 1st $10 million 0.675% on next $15 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance	0.370		0.750
	Client # 5	0.50% of average daily net assets	0.500		0.750
	Client # 6	0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/– Performance Fee12	0.202	13	0.750
	Client # 7	0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% on the balance	0.272		0.750
	Client # 8	0.50% on 1st $100 million 0.46% on next $300 million 0.41% thereafter	0.423		0.750
	Client # 9	0.72% on 1st $25 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance	0.370		0.750
	Client # 10	0.36% of average daily net assets	0.360		0.750

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

11 The client is an affiliate of the Adviser.

12 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark over a 60 month rolling period. The performance adjustment factor can range from -60% to +60 of the base fee.

13 The calculation excludes the performance fee.

29

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

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
	Client # 11	0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% on the balance	0.327	0.750
	Client # 12	0.35% on 1st $1 billion 0.325% on the balance	0.338	0.750
	Client # 13	0.45% on 1st $200 million 0.36% on next $300 million 0.32% on the balance	0.340	0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁴ 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”)¹⁵ at the approximate current asset level of the Portfolio.¹⁶

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

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

Portfolio	Contractual Management Fee17	Lipper Exp. Group Median	Rank
International Value Portfolio18	0.750	0.771	5/15

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

15 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.

16 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.

17 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.

18 The Portfolio’s EG includes the Portfolio, six other VIP International Value funds (“IFVE”) and eight VIP International Core funds (“IFCE”).

30

AllianceBernstein Variable Products Series Fund

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁹ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.²⁰

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.²¹

Portfolio	Expense Ratio (%)22	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Value Portfolio23	0.829	0.877	3/15	0.945	7/53

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 2009, relative to 2008.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The

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

20 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.

21 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

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

31

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

current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $4,222,056 in Rule 12b-1 fees.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2009, the Adviser determined that it made payment in the amount of $1,109,209 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.²⁴

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,²⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²⁶ study on advisory fees and various fund characteristics.²⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also

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

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

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

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

28 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

32

AllianceBernstein Variable Products Series Fund

compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio²⁹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)³⁰ for the periods ended January 31, 2010.³¹

	Portfolio Return		PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year		45.99	45.99	40.66	4/7	7/28
3 year	–	14.18	–6.54	–7.66	7/7	23/23
5 year		0.17	1.97	2.53	3/4	17/19

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)³² versus its benchmark.³³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.³⁴

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
International Value Portfolio	45.99	–14.18	0.17	6.21	23.58	0.01	5
MSCI EAFE Index (Net)	39.68	–7.65	2.99	3.52	19.56	0.10	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 2, 2010

29 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.

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

31 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.

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

33 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

34 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.

33

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

LARGE CAP GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Large Cap Growth Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	878.73	$	4.05	0.87	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.48	$	4.36	0.87	%
Class B
Actual	$	1,000	$	878.08	$	5.22	1.12	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.24	$	5.61	1.12	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Apple, Inc.	$	26,274,824	7.2	%
Alcon, Inc.		19,412,890	5.4
Google, Inc.—Class A		18,545,516	5.1
JPMorgan Chase & Co.		17,204,869	4.7
Schlumberger Ltd.		14,866,538	4.1
Gilead Sciences, Inc.		13,533,744	3.7
Hewlett-Packard Co.		13,427,620	3.7
EMC Corp.		10,676,220	2.9
Intel Corp.		10,471,880	2.9
Comcast Corp.—Class A		10,173,609	2.8
	$	154,587,710	42.5	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Technology	$	103,087,987	28.4	%
Consumer Discretionary		70,870,255	19.5
Health Care		59,688,749	16.4
Financial Services		41,214,109	11.4
Producer Durables		36,642,838	10.1
Energy		34,286,689	9.5
Consumer Staples		10,205,306	2.8
Materials & Processing		6,671,921	1.8
Short-Term Investments		415,000	0.1
Total Investments	$	363,082,854	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.8%
TECHNOLOGY–28.4%
COMMUNICATIONS TECHNOLOGY–2.6%
Cisco Systems, Inc.(a)	436,500	$	9,301,815
COMPUTER SERVICES, SOFTWARE & SYSTEMS–6.7%
Google, Inc.–Class A(a)	41,680		18,545,516
Microsoft Corp.	255,100		5,869,851
			24,415,367
COMPUTER TECHNOLOGY–13.9%
Apple, Inc.(a)	104,460		26,274,824
EMC Corp.(a)	583,400		10,676,220
Hewlett-Packard Co.	310,250		13,427,620
			50,378,664
PRODUCTION TECHNOLOGY EQUIPMENT–1.1%
KLA-Tencor Corp.	140,400		3,914,352
SEMICONDUCTORS & COMPONENT–4.1%
Broadcom Corp.—Class A	139,700		4,605,909
Intel Corp.	538,400		10,471,880
			15,077,789
			103,087,987
CONSUMER DISCRETIONARY–19.5%
AUTO PARTS–1.3%
Johnson Controls, Inc.	178,400		4,793,608
AUTOMOBILES–1.8%
Ford Motor Co.(a)	647,200		6,523,776
CABLE TELEVISION SERVICES–2.8%
Comcast Corp.–Class A	585,700		10,173,609
DIVERSIFIED MEDIA–1.2%
News Corp.–Class A	374,600		4,480,216
DIVERSIFIED RETAIL–8.0%
Amazon.com, Inc.(a)	21,000		2,294,460
Costco Wholesale Corp.	151,200		8,290,296
Kohl’s Corp.(a)	212,600		10,098,500
Target Corp.	171,250		8,420,362
			29,103,618
ENTERTAINMENT–1.7%
Walt Disney Co. (The)	195,800		6,167,700
HOTEL/MOTEL–0.5%
Hyatt Hotels Corp.(a)	50,000		1,854,500
SPECIALTY RETAIL–1.5%
Lowe’s Cos., Inc.	257,400		5,256,108
TEXTILES, APPAREL & SHOES–0.7%
Polo Ralph Lauren Corp.–Class A	34,500		2,517,120
			70,870,255

Company	Shares	U.S. $ Value
HEALTH CARE–16.4%
BIOTECHNOLOGY–1.3%
Celgene Corp.(a)	96,600	$	4,909,212
HEALTH CARE SERVICES–1.2%
Express Scripts, Inc.–Class A(a)	91,000		4,278,820
MEDICAL SERVICES–6.8%
Alcon, Inc.	131,000		19,412,890
Covidien PLC	134,400		5,400,192
			24,813,082
PHARMACEUTICALS–7.1%
Gilead Sciences, Inc.(a)	394,800		13,533,744
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	152,900		7,949,271
Vertex Pharmaceuticals, Inc.(a)	127,800		4,204,620
			25,687,635
			59,688,749
FINANCIAL SERVICES–11.4%
ASSET MANAGEMENT & CUSTODIAN–0.8%
Franklin Resources, Inc.	32,100		2,766,699
BANKS: DIVERSIFIED–1.9%
Wells Fargo & Co.	264,200		6,763,520
DIVERSIFIED FINANCIAL SERVICES–6.1%
Blackstone Group LP	527,700		5,044,812
JPMorgan Chase & Co.	469,950		17,204,869
			22,249,681
FINANCIAL DATA & SYSTEMS–1.1%
Visa, Inc.–Class A	54,700		3,870,025
SECURITIES BROKERAGE & SERVICES–1.5%
CBOE Holdings, Inc.(a)	8,500		276,675
CME Group, Inc.–Class A	18,780		5,287,509
			5,564,184
			41,214,109
PRODUCER DURABLES–10.1%
AEROSPACE–0.7%
Goodrich Corp.	40,200		2,663,250
AIR TRANSPORT–0.4%
FedEx Corp.	18,100		1,268,991
DIVERSIFIED MANUFACTURING OPERATIONS–7.1%
Danaher Corp.	252,100		9,357,952
Dover Corp.	124,500		5,202,855
Honeywell International, Inc.	73,800		2,880,414
Illinois Tool Works, Inc.	201,700		8,326,176
			25,767,397

3

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

Company	Shares	U.S. $ Value
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.9%
Cooper Industries PLC	157,800	$	6,943,200
			36,642,838
ENERGY–9.4%
ALTERNATIVE ENERGY–0.8%
Suncor Energy, Inc. (New York)	104,100		3,064,704
ENERGY EQUIPMENT –0.4%
Vestas Wind Systems A/S (ADR)(a)	103,500		1,429,335
OIL WELL EQUIPMENT & SERVICES–5.1%
Cameron International Corp.(a)	108,700		3,534,924
Schlumberger Ltd.	268,640		14,866,538
			18,401,462
OIL: CRUDE PRODUCERS–3.1%
EOG Resources, Inc.	30,400		2,990,448
Noble Energy, Inc.	95,000		5,731,350
Occidental Petroleum Corp.	34,600		2,669,390
			11,391,188
			34,286,689
CONSUMER STAPLES–2.8%
BEVERAGE: SOFT DRINKS–2.4%
PepsiCo, Inc.	143,000		8,715,850
DRUG & GROCERY STORE CHAINS–0.4%
CVS Caremark Corp.	50,800		1,489,456
			10,205,306
MATERIALS & PROCESSING–1.8%
CHEMICALS: DIVERSIFIED–1.2%
Dow Chemical Co. (The)	194,500		4,613,540
COPPER–0.4%
Freeport-McMoRan Copper & Gold, Inc.	23,135		1,367,973
STEEL–0.2%
ArcelorMittal (New York)	25,800		690,408
			6,671,921
Total Common Stocks (cost $339,463,616)			362,667,854

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.1%
TIME DEPOSIT–0.1%
State Street Time Deposit 0.01%, 7/01/10 (cost $415,000)	$	415	$	415,000
TOTAL INVESTMENTS–99.9% (cost $339,878,616)				363,082,854
Other assets less liabilities–0.1%				360,034
NET ASSETS–100.0%			$	363,442,888

(a) Non-income producing security.

Glossary:

ADR—American Depository Receipt

LP—Limited Partnership

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $339,878,616)	$	363,082,854
Cash		187
Receivable for investment securities sold		3,573,551
Receivable for capital stock sold		413,048
Dividends and interest receivable		384,935
Total assets		367,454,575
LIABILITIES
Payable for investment securities purchased		3,185,567
Payable for capital stock redeemed		264,479
Advisory fee payable		239,531
Distribution fee payable		41,976
Administrative fee payable		20,938
Transfer Agent fee payable		157
Accrued expenses		259,039
Total liabilities		4,011,687
NET ASSETS	$	363,442,888
COMPOSITION OF NET ASSETS
Capital stock, at par	$	16,596
Additional paid-in capital		872,054,200
Undistributed net investment income		256
Accumulated net realized loss on investment and foreign currency transactions		(531,832,402	)
Net unrealized appreciation on investments		23,204,238
	$	363,442,888

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	172,188,167	7,761,673	$	22.18
B	$	191,254,721	8,834,334	$	21.65

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $82,904)	$	2,374,442
Interest		79
		2,374,521
EXPENSES
Advisory fee (see Note B)		1,584,601
Distribution fee—Class B		277,384
Transfer agency—Class A		2,006
Transfer agency—Class B		2,218
Printing		114,485
Custodian		53,975
Administrative		38,680
Audit		18,100
Legal		16,164
Directors’ fees		2,123
Miscellaneous		3,568
Total expenses		2,113,304
Net investment income		261,217
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		23,973,136
Options written		90,174
Foreign currency transactions		(1,399	)
Net change in unrealized appreciation/depreciation of:
Investments		(75,088,738	)
Options written		19,692
Net loss on investment and foreign currency transactions		(51,007,135	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(50,745,918	)

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	261,217		$	1,319,760
Net realized gain (loss) on investment and foreign currency transactions		24,061,911			(25,389,324	)
Net change in unrealized appreciation/depreciation of investments		(75,069,046	)		149,210,712
Net increase (decrease) in net assets from operations		(50,745,918	)		125,141,148
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(963,805	)		(288,603	)
Class B		(588,097	)		–0–
CAPITAL STOCK TRANSACTIONS
Net decrease		(29,659,582	)		(53,880,424	)
Total increase (decrease)		(81,957,402	)		70,972,121
NET ASSETS
Beginning of period		445,400,290			374,428,169
End of period (including undistributed net investment income of $256 and $1,290,941, respectively)	$	363,442,888		$	445,400,290

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (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 thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

8

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

362,667,854

$

–0

–

$

–0

–

$

362,667,854

Short-Term Investments

–0

–

415,000

–0

–

415,000

Total Investments in Securities

362,667,854

415,000

–0

–

363,082,854

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

362,667,854

$

415,000

$

–0

–

$

363,082,854

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

3. Currency Translation

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

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

4. Taxes

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

9

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $38,680.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $208,623, of which $427 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

10

AllianceBernstein Variable Products Series Fund

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	164,605,234		$	191,355,548
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	$	44,812,064
Gross unrealized depreciation		(21,607,826	)
Net unrealized appreciation	$	23,204,238

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

11

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

Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had the following transactions in written options:

	Number of Contracts		Premiums Received
Options written outstanding as of 12/31/09	132		$	14,628
Options written	513			154,244
Options closed	(645	)		(168,872	)
Options written outstanding as of 6/30/10	-0	-	$	-0	-

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2010:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives	Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$            90,174	$            19,692
Total		$            90,174	$            19,692

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E : Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	99,398		265,026		$	2,478,928		$	5,799,157
Shares issued in reinvestment of dividends	37,546		13,976			963,805			288,603
Shares redeemed	(733,904	)	(1,742,614	)		(18,310,258	)		(35,573,178	)
Net decrease	(596,960	)	(1,463,612	)	$	(14,867,525	)	$	(29,485,418	)
Class B
Shares sold	345,752		927,341		$	8,441,041		$	19,201,368
Shares issued in reinvestment of dividends	23,467		-0	-		588,097			-0	-
Shares redeemed	(978,139	)	(2,187,819	)		(23,821,195	)		(43,596,374	)
Net decrease	(608,920	)	(1,260,478	)	$	(14,792,057	)	$	(24,395,006	)

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.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

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

NOTE G : Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009		2008
Distributions paid from:
Ordinary income	$	288,603	$	-0	-
Total taxable distributions		288,603		-0	-
Total distributions paid	$	288,603	$	-0	-

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	973,931
Accumulated capital and other losses		(541,989,410	)(a)
Unrealized appreciation/(depreciation)		84,685,391	(b)
Total accumulated earnings/(deficit)	$	(456,330,088	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $541,977,622 of which $293,988,219 expires in the year 2010, $167,106,343 expires in the year 2011, $52,077,408 expires in the year 2016, and $28,805,652 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. The Portfolio defers $11,788 in straddle losses.

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

13

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

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

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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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$25.36		$18.47		$30.61		$26.87		$26.99		$23.44
Income From Investment Operations
Net investment income (loss) (a)	.03		.10		.04		(.01	)	(.03	)	(.07	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(3.09	)	6.82		(12.18	)	3.75		(.09	)	3.62
Net increase (decrease) in net asset value from operations	(3.06	)	6.92		(12.14	)	3.74		(.12	)	3.55
Less: Dividends
Dividends from net investment income	(.12	)	(.03	)	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$22.18		$25.36		$18.47		$30.61		$26.87		$26.99
Total Return
Total investment return based on net asset value (b)	(12.13	)%*	37.52	%*	(39.66	)%*	13.92	%*	(.44	)%	15.15	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$172,188		$211,940		$181,452		$395,655		$474,069		$618,980
Ratio to average net assets of:
Expenses	.87	%(c)(d)	.88	%	.84	%	.82	%	.84	%(d)	.81	%
Net investment income (loss)	.25	%(c)(d)	.47	%	.17	%	(.03	)%	(.12	)%(d)	(.28	)%
Portfolio turnover rate	40	%	97	%	89	%	92	%	81	%	54	%

See footnote summary on page 16.

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LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$24.72		$18.03		$29.96		$26.37		$26.55		$23.11
Income From Investment Operations
Net investment income (loss) (a)	.00	(e)	.04		(.02	)	(.08	)	(.09	)	(.12	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(3.00	)	6.65		(11.91	)	3.67		(.09	)	3.56
Net increase (decrease) in net asset value from operations	(3.00	)	6.69		(11.93	)	3.59		(.18	)	3.44
Less: Dividends
Dividends from net investment income	(.07	)	–0	–	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$21.65		$24.72		$18.03		$29.96		$26.37		$26.55
Total Return
Total investment return based on net asset value (b)	(12.19	)%*	37.10	%*	(39.82	)%*	13.61	%*	(.68	)%	14.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$191,255		$233,460		$192,976		$393,537		$456,374		$624,453
Ratio to average net assets of:
Expenses	1.12	%(c)(d)	1.13	%	1.09	%	1.07	%	1.08	%(d)	1.06	%
Net investment income (loss)	.01	%(c)(d)	.22	%	(.08	)%	(.27	)%	(.37	)%(d)	(.53	)%
Portfolio turnover rate	40	%	97	%	89	%	92	%	81	%	54	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

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

(e) Amount is less than $.005.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009, December 31, 2008 and December 31, 2007 by 0.49%, 1.96%, 2.10% and 0.39%, respectively.

See notes to financial statements.

16

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not

17

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

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 that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the Index) the since inception period (June 1992 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3- and 5-year periods and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period, and that the Portfolio underperformed the Index in the 1-, 3- and 5-year periods but outperformed the Index in the 10-year and the since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and

18

AllianceBernstein Variable Products Series Fund

redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 2 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of the compensation received by the Adviser pursuant to the Advisory Agreement was similar to the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that relatively higher printing and postage reimbursement requests from insurance company clients contributed to the Portfolio’s relatively high expense ratio as compared to the Expense Group median. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	445.2	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 $79,258 (0.02% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio		Fiscal Year
Large Cap Growth Portfolio	Class A Class B	0.88% 1.13%	December 31

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

20

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net  Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee  (%)	Effective Portfolio Adv. Fee (%)
Large Cap Growth Portfolio	$445.2	Large Cap Growth Schedule 80 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m	0.323	0.750

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

21

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

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc., a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Large Cap Growth Fund, Inc.⁶ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein retail mutual fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee  (%)	Effective Portfolio Adv. Fee (%)
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for American Growth Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio. It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
American Growth Portfolio
Class A	1.50%
Class I (Institutional)	0.70%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	Client #1	0.60% on 1st billion 0.55% on the balance	0.600	0.750
	Client #2	0.35% on 1st $50 million 0.30% on next $100 million 0.25% on the balance	0.272	0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser.

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

22

AllianceBernstein Variable Products Series Fund

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ 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 Exp. Group Median (%)	Rank
Large Cap Growth Portfolio	0.750	0.750	5/13

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

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹²

Portfolio	Expense Ratio (%)13	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Large Cap Growth Portfolio	0.883	0.796	13/13	0.810	55/76

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.

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

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

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

23

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $506,526 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, 2009, the Adviser determined that it made payments in the amount of $384,191 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 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. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. The Adviser represented that SCB’s profitability from business conducted with the Portfolio 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 the Adviser’s clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

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

24

AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended January 31, 2010.²¹

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	34.64	35.40	36.65	10/13	68/99
3 year	-4.53	-3.81	-4.53	8/12	45/89
5 year	1.10	1.42	1.10	8/12	41/81
10 year	-3.70	-2.27	-2.79	10/10	34/48

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

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

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

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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

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

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

25

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

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Large Cap Growth Portfolio	34.64	-4.53	1.10	-3.70	7.84	18.66	-0.26	10
Russell 1000 Growth Index	37.85	-4.15	1.42	-3.95	6.62	18.91	-0.27	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 2, 2010

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

23 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

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

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Money Market Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

MONEY MARKET PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Money Market Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,000.05	$	1.19	0.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,023.60	$	1.20	0.24	%
Class B
Actual	$	1,000	$	1,000.05	$	1.19	0.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,023.60	$	1.20	0.24	%

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

1

MONEY MARKET PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

	Yield*		Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–100.3%
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS–31.6%
Bank of America NA–FDIC Insured 7/29/10(a)	0.38	%	$	1,200	$	1,200,000
9/13/10(a)	0.57	%		1,300		1,300,000
Citigroup Funding, Inc.–FDIC Insured 7/30/10(a)	0.44	%		2,200		2,200,000
Federal Farm Credit Bank 7/08/10(a)	0.17	%		2,000		2,000,007
7/15/11(a)	0.26	%		500		499,947
Federal Home Loan Bank 7/27/10(a)	0.25	%		1,000		999,990
7/20/11(a)	0.25	%		500		499,656
7/28/10(a)	0.27	%		1,000		1,000,000
Federal Home Loan Mortgage Corp. 7/12/10(a)	0.19	%		1,000		999,994
7/14/10(a)	0.20	%		1,000		1,000,000
12/21/11(a)	0.30	%		500		499,702
8/24/10(a)	0.46	%		1,000		1,000,000
9/03/10(a)	0.52	%		1,000		1,000,000
Federal National Mortgage Association 7/13/10(a)	0.19	%		1,000		1,000,000
8/11/11(a)	0.26	%		500		499,748
8/05/10(a)	0.30	%		1,000		999,963
9/19/11(a)	0.31	%		500		499,757
						17,198,764
MUNICIPAL OBLIGATIONS–31.2%
California Infra & Eco Dev Bk (J Paul Getty Trust) Series 2010A-2 10/01/47(b)	0.10	%		2,000		2,000,000
Connecticut Hlth & Ed Fac Auth (Yale Univ) Series 2001V-2 7/01/36(b)	0.08	%		2,000		2,000,000
Dallas Forth Worth TX Intl Arpt (United Parcel Service) 5/01/32(b)	0.15	%		2,000		2,000,000
Houston TX Hgr Ed Fin Corp. (Rice University) Series 2008 A 5/15/48(b)	0.12	%		2,000		2,000,000
Jackson Cnty MS PCR (Chevron Corp.) 6/01/23(b)	0.13	%		2,400		2,400,000

	Yield*		Principal Amount (000)		U.S. $ Value
Loudoun Cnty VA IDA (Howard Hughes Med) 2/15/38(b)	0.17	%	$	2,300	$	2,300,000
Massachusetts Dev Fin Agy (Smith College) 7/01/24(b)	0.24	%		1,248		1,248,000
Massachusetts Hlth & Ed Facs Auth (Harvard Univ) Series 99R 11/01/49(b)	0.08	%		2,000		2,000,000
Rhode Island Indl Fac Corp. (Exxon Mobil Corporation) 2/01/25(b)	0.09	%		1,000		1,000,000
						16,948,000
CERTIFICATES OF DEPOSIT–19.3%
Bank of Montreal 7/16/10	0.28	%		1,300		1,300,000
Bank of Nova Scotia 8/23/10	0.29	%		1,200		1,200,017
Barclays Bank PLC NY 10/01/10(a)	0.60	%		2,000		2,000,000
Rabobank Nederland NV NY 9/20/10	0.32	%		1,000		1,000,000
Royal Bank of Canada NY 12/09/10(a)	0.35	%		1,600		1,600,000
3/10/11(a)	0.35	%		400		400,000
Societe Generale NY 7/20/10	0.29	%		800		799,996
Toronto Dominion Bank NY 2/04/11(a)	0.35	%		900		900,000
Westpac Banking Corp. NY 12/01/10(a)	0.38	%		1,300		1,300,000
						10,500,013
COMMERCIAL PAPER–8.6%
Banco Santander Central Hispano SA 10/12/10	0.52	%		1,700		1,697,471
Commonwealth Bank of Australia 9/10/10(c)	0.47	%		1,500		1,498,610
Svenska Handelsbank, Inc. 9/10/10	0.49	%		1,500		1,498,550
						4,694,631

2

AllianceBernstein Variable Products Series Fund

	Yield*	Principal Amount (000)		U.S. $ Value
REPURCHASE AGREEMENTS–6.8%
Greenwich Capital 0.01%, dated 6/30/10 due 7/01/10 in the amount of $1,800,001 (collateralized $1,740,000 U.S. Treasury Note, 2.625%, due 7/31/14, value $1,838,322)		$	1,800	$	1,800,000
Mizuho Securities USA 0.01%, dated 6/30/10 due 7/01/10 in the amount of $1,900,001 (collateralized by $1,938,400 U.S. Treasury Bill, Zero Coupon, due 8/12/10, value $1,938,092)			1,900		1,900,000
					3,700,000

	Yield*		Principal Amount (000)		U.S. $ Value
CORPORATES– INVESTMENT GRADES–2.8%
Pfizer, Inc. 3/15/11(a)	2.49	%	$	600	$	608,351
Wells Fargo & Co. 8/20/10(a)	0.68	%		900		900,226
						1,508,577
TOTAL INVESTMENTS–100.3%
(cost $54,549,985)						54,549,985
Other assets less liabilities–(0.3)%						(180,344	)
NET ASSETS–100.0%					$	54,369,641

(a) Floating Rate Security. Stated interest rate was in effect at June 30, 2010.

(b) Variable Rate Demand Notes (VRDN) are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2010, the market value of this security amounted to $1,498,610 or 2.8% of net assets.

* Represents annualized yield from date of purchase for discount securities, and stated interest rate for interest-bearing securities.

Glossary:

FDIC—Federal Deposit Insurance Corporation

IDA—Industrial Development Authority/Agency

PCR—Pollution Control Revenue Bond

See notes to financial statements.

3

MONEY MARKET PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $54,549,985)	$	54,549,985
Cash		72,020
Receivable for investment securities sold		52,000
Interest receivable		16,832
Receivable due from Adviser and Distributor		1,368
Total assets		54,692,205
LIABILITIES
Payable for capital stock redeemed		255,262
Audit fee payable		19,496
Legal fee payable		18,951
Administrative fee payable		1,428
Dividends payable		419
Transfer Agent fee payable		162
Accrued expenses		26,846
Total liabilities		322,564
NET ASSETS	$	54,369,641
COMPOSITION OF NET ASSETS
Capital stock, at par	$	54,385
Additional paid-in capital		54,314,790
Accumulated net realized gain on investment transactions		466
	$	54,369,641

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	21,816,878	21,823,156	$	1.00
B	$	32,552,763	32,562,138	$	1.00

See notes to financial statements.

4

MONEY MARKET PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	73,627
EXPENSES
Advisory fee (see Note B)		130,936
Distribution fee—Class B		44,091
Transfer agency—Class A		875
Transfer agency—Class B		1,349
Administrative		39,820
Custodian		32,790
Audit		18,100
Legal		16,080
Printing		7,568
Directors’ fees		1,848
Miscellaneous		2,175
Total expenses		295,632
Less: expenses waived and reimbursed by the Adviser (see Note B)		(180,821	)
Less: expenses waived and reimbursed by the Distributor (see Note C)		(44,091	)
Net expenses		70,720
Net investment income		2,907
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,907

See notes to financial statements.

5

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

	Six Months Ended June  30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,907		$	79,241
Net realized gain on investment transactions		–0	–		875
Net increase in net assets from operations		2,907			80,116
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,145	)		(46,175	)
Class B		(1,762	)		(33,040	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(10,053,120	)		(521,440	)
Total decrease		(10,053,120	)		(520,539	)
NET ASSETS
Beginning of period		64,422,761			64,943,300
End of period	$	54,369,641		$	64,422,761

See notes to financial statements.

6

MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A : Significant Accounting Policies

The AllianceBernstein Money Market Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is maximum current income to the extent consistent with safety of principal and liquidity. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

Securities in which the Portfolio invests are traded primarily in the over-the-counter market and are valued at amortized cost, which approximates market value. Under such method a portfolio instrument is valued at cost and any premium or discount is amortized or accreted, respectively, on a constant basis to maturity.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

	Level 1			Level 2		Level 3			Total
Investments in Securities
U.S. Government & Government Sponsored Agency Obligations	$	–0	–	$	17,198,764	$	–0	–	$	17,198,764
Municipal Obligations		–0	–		16,948,000		–0	–		16,948,000
Certificates of Deposit		–0	–		10,500,013		–0	–		10,500,013
Commercial Paper		–0	–		4,694,631		–0	–		4,694,631
Repurchase Agreements		–0	–		3,700,000		–0	–		3,700,000
Corporates—Investment Grades		–0	–		1,508,577		–0	–		1,508,577
Total	$	–0	–	$	54,549,985	$	–0	–	$	54,549,985

7

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

3. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

4. Investment Income and Investment Transactions

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

5. Class Allocations

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

6. Dividends and Distributions

The Portfolio declares dividends daily from net investment income. The dividends are paid monthly. Net realized gains distributions, if any, will be made at least annually. Income dividends and capital gains distributions to shareholders are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with the federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

7. Repurchase Agreements

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

NOTE B : Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, ..40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. For the six months ended June 30, 2010, the Adviser voluntarily agreed to waive the entire amount of such fees of $130,936. To prevent the Portfolio’s total expenses from exceeding its total income on a daily basis, the Adviser voluntarily reimbursed the Portfolio an additional amount of $11,493.

Pursuant to the investment advisory agreement, the Adviser provides certain legal and accounting services for the Portfolio. For the six months ended June 30, 2010, such fee amounted to $39,820. For the six months ended June 30, 2010, the Adviser voluntarily agreed to waive a portion of its fees in the amount of $38,392.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

NOTE C : Distribution Plan

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

8

AllianceBernstein Variable Products Series Fund

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

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

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

For the six months ended June 30, 2010, the Distributor has voluntarily agreed to waive all of the distribution fees in the amount of $44,091 for Class B shares, limiting the effective annual rate to .00%.

NOTE D : Investment Transactions, Income Taxes and Distributions to Shareholders

At June 30, 2010, the cost of investments for federal income tax purposes was the same as the cost for financial reporting purposes. The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009		2008
Distributions paid from:
Ordinary income	$	79,215	$	910,943
Total distributions paid	$	79,215	$	910,943

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	466
Total accumulated earnings/(deficit)	$	466	(a)

(a) The Portfolio utilized $409 of capital loss carryforwards in the current year ended December 31, 2009.

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, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	2,307,462		13,513,829		$	2,307,462		$	13,513,829
Shares issued in reinvestment of dividends	1,183		46,175			1,183			46,175
Shares redeemed	(5,809,531	)	(16,762,780	)		(5,809,531	)		(16,762,780	)
Net decrease	(3,500,886	)	(3,202,776	)	$	(3,500,886	)	$	(3,202,776	)
Class B
Shares sold	3,936,703		54,263,908		$	3,936,703		$	54,263,908
Shares issued in reinvestment of dividends	1,831		33,040			1,831			33,040
Shares redeemed	(10,490,768	)	(51,615,612	)		(10,490,768	)		(51,615,612	)
Net increase (decrease)	(6,552,234	)	2,681,336		$	(6,552,234	)	$	2,681,336

NOTE F : Risks Involved in Investing in the Portfolio

Money Market Fund Risk—Money market funds are sometimes unable to maintain a net asset value (“NAV”) at $1.00 per share and, as it is generally referred to, “break the buck.” In that event, an investor in a money market fund would, upon redemption, receive less than $1.00 per share. The Portfolio’s shareholders should not rely on or expect an affiliate of the Portfolio to purchase distressed assets from the Portfolio, make capital infusions, enter into credit support agreements or take

9

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

other actions to prevent the Portfolio from breaking the buck. In addition, significant redemptions by large investors in the Portfolio could have a material adverse effect on the Portfolio’s other shareholders. The Portfolio’s NAV could be affected by forced selling during periods of high redemption pressures and/or illiquid markets.

Interest Rate Risk and Credit Risk—The Portfolio’s primary risks are interest rate risk and credit risk. Because the Portfolio invests in short-term securities, a decline in interest rates will affect the Portfolio’s yield as the securities mature or are sold and the Portfolio purchases new short-term securities with a lower yield. Generally, an increase in interest rates causes the value of a debt instrument to decrease. The change in value for shorter-term securities is usually smaller than for securities with longer maturities. In addition, if interest rates remain low for an extended period of time, the Portfolio may have difficulties in maintaining a positive yield, paying expenses out of the Portfolio’s assets, or maintaining a stable $1.00 NAV.

Credit risk is the possibility that a security’s credit rating will be downgraded or that the issuer of the security will default (fail to make scheduled interest and principal payments). Credit quality can change rapidly in certain market environments and the default of a single holding could have the potential to cause significant NAV deterioration.

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

NOTE G : Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

10

AllianceBernstein Variable Products Series Fund

NOTE H : Department of Treasury’s Temporary Guarantee Program for Money Market Funds

During the prior reporting period the Portfolio participated in the U.S. Treasury’s Temporary Guarantee Program for Money Market Funds (the “Program”). The initial term of the Program was from September 18, 2008 to December 18, 2008 and its term was then extended to September 18, 2009. The Program applied to shares of the Portfolio held by shareholders as of the close of business as of September 19, 2008 (the “Covered Shareholders”). Subject to the limitations discussed below, the Program protected Covered Shareholders if the Portfolio “broke the buck”, meaning that the stable NAV of $1.00 per share that the Portfolio seeks to maintain fell below $.995 per share (the “Guarantee Event”). In order to qualify for this protection, the Portfolio must have liquidated within approximately 30 days after the Guarantee Event. The Treasury would have covered any shortfall between the NAV at the time of liquidation and $1.00 per share.

Because payments under the Program continued to apply to Covered Shareholders based on the number of shares held on September 19, 2008, a shareholder would have received no payments for any increase in the number of the Portfolio’s shares held after that date. If a shareholder closed his or her account, the shareholder would not have been covered by the Program. If the number of shares held in an account fluctuated after September 19, 2008 due to purchases and sales of shares during the Program period, a shareholder would have been covered for the number of shares held in the account as of the close of business on September 19, 2008 or the number of shares held on the date of the Guarantee Event, whichever would have been less. Initial purchases of shares by new shareholders after September 19, 2008 were not eligible for coverage under the Program.

The Portfolio paid a fee to the Treasury for its participation in the Program based on the Portfolio’s aggregate NAV on September 19, 2008. The fee for the Portfolio’s participation in the Program from January 1, 2009 until September 18, 2009 was 0.015% of its aggregate NAV on September 19, 2008. This was in addition to the fee paid by the Portfolio for its initial participation in the Program of 0.01% and for its participation in the first extension of the Program until April 30, 2009 of 0.015%, both of which were based on the Portfolio’s aggregate NAV on September 19, 2008. The Program extension payment amounts, when combined with prior payment amounts, equated to 0.04% (on an annualized basis) of the Portfolio’s asset base over the entire extended program term. The Program ended on September 18, 2009.

NOTE I : Amendments to Rule 2a-7

As a money market fund, the Portfolio must meet the requirements of The Securities and Exchange Commission’s (“Commission”) Rule 2a-7 under the Investment Company Act of 1940. The Rule imposes strict conditions on the investment quality, maturity, and diversification of the Portfolio’s investments. Effective May 5, 2010, the Commission adopted amendments to Rule 2a-7. Among other things, the amended Rule 2a-7 requires that the Portfolio’s investments have (i) a remaining maturity of no more than 397 days, (ii) a weighted average maturity that does not exceed 60 days, and (iii) a weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily and weekly liquidity standards that require the Portfolio to hold investments of at least 10% and 30% of its total assets, respectively, in liquid assets. Rule 2a-7 also limits the Portfolio’s investments in illiquid securities to 5% of its total assets.

NOTE J : Subsequent Events

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

11

MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Income From Investment Operations
Net investment income	.00	(a)(b)	.00	(a)(b)	.02		.04		.04		.02
Less: Dividends
Dividends from net investment income	.00	(a)	.00	(a)	(.02	)	(.04	)	(.04	)	(.02	)
Net asset value, end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return
Total investment return based on net asset value (c)	0.00	%	.17	%	1.90	%	4.35	%	4.22	%	2.35	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$21,817		$25,318		$28,520		$23,610		$27,087		$30,370
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.24	%(d)(e)	.66	%	.96	%	.99	%	.93	%(e)	.93	%
Expenses, before waivers/reimbursements	.86	%(d)(e)	.90	%	.96	%	.99	%	.93	%(e)	.93	%
Net investment income	.01	%((b)(d)(e)	.18	%(b)	1.85	%	4.28	%	4.13	%(e)	2.30	%

See footnote summary on page 13.

12

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Income From Investment Operations
Net investment income	.00	(a)(b)	.00	(a)(b)	.02		.04		.04		.02
Less: Dividends
Dividends from net investment income	.00	(a)	.00	(a)	(.02	)	(.04	)	(.04	)	(.02	)
Net asset value, end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return
Total investment return based on net asset value (c)	0.00	%	.09	%	1.64	%	4.08	%	3.96	%	2.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$32,553		$39,105		$36,423		$23,846		$24,537		$25,778
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.24	%(d)(e)	.71	%	1.20	%	1.24	%	1.19	%(e)	1.19	%
Expenses, before waivers/reimbursements	1.11	%(d)(e)	1.15	%	1.20	%	1.24	%	1.19	%(e)	1.19	%
Net investment income	.01	%(b)(d)(e)	.08	%(b)	1.57	%	4.00	%	3.89	%(e)	2.06	%

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

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

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

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

See notes to financial statements.

13

MONEY MARKET PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Money Market Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 09/30/09 ($MIL)		Portfolio
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	87.2	Money Market Portfolio4 ,5

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $91,190 (0.17% of the Portfolio’s average daily net assets) for such services.

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 21, 2009.

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

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

4 The Adviser also advises AllianceBernstein Exchange Reserves, an open-end retail money market mutual fund that has a similar investment style as the Portfolio. AllianceBernstein Exchanges Reserves’ investment advisory fee schedule, which is shown on page 5, was not affected by the Adviser’s settlement with the NYAG since the fund had lower breakpoints than the NYAG related fee schedule of Low Risk Income.

5 The Adviser began to waive a portion of its advisory fee for each class A and Class B shares effective June 10, 2009, and as of August 31, 2009 such daily waiver amounted to 0.21%, annualized, for each Class. As of August 31, 2009, the Portfolio’s effective advisory fee was 0.08%, annualized.

14

AllianceBernstein Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
Money Market Portfolio	Class A    0.96% Class B    1.20%	December 31

In response to low interest rates⁶ in the marketplace that have depressed money market yield, the Adviser or its affiliates, is waiving advisory fees and reimbursing additional expenses on its proprietary money market products, including Money Market Portfolio, in order for those products to achieve a target yield of 0.01%.

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolio.⁷ However, with respect to the Portfolio, the Adviser represented that there is no institutional product in the Adviser’s Form ADV that has a substantially similar investment style as the Portfolio.

The Adviser also manages AllianceBernstein Exchange Reserves, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Exchange Reserves. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of AllianceBernstein Exchange Reserves been applicable to the Portfolio based on September 30, 2008 net assets and the Portfolio’s advisory fee:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Money Market Portfolio	Exchange Reserves	0.25% on first $1.25 billion 0.24% on next $0.25 billion 0.23% on next $0.25 billion 0.22% on next $0.25 billion 0.21% on next $1.0 billion 0.20% on the balance	0.250	%	0.450	%

6 The Federal Reserve has kept the Federal Funds Rate between zero and 0.25% since December 2008.

7 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

15

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

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

Portfolio	Luxembourg Fund	Luxembourg Fee8
Money Market Portfolio	Short Maturity Dollar Class A	1.05% on the 1st €100 million9 1.00% on the next €100 million 0.95% in excess of €200 million
	Class I (Institutional)	0.50% on the 1st €100 million 0.45% on the next €100 million 0.40% in excess of €200 million

The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2009 net assets:

Portfolio	Sub-Advised Fund	Sub-advised Fund Fee Schedule	Sub-advised Fund Effective Fee	Portfolio Advisory Fee
Money Market Portfolio	Client #  110	AB Sub-Advisory Fee Schedule: 0.125% on first $100 million 0.10% on next $150 million 0.05% thereafter	0.125%	0.450%
		Client #1 Advisory and Administration Combined Fee Schedule: 0.50% on first $250 million 0.475% on next $250 million 0.45% on next $250 million 0.425% on next 250 million 0.40% on next $2.5 billion 0.375% on next $2.5 billion 0.36% on next $2.5 billion 0.35% on next 2.5 billion 0.34% thereafter	0.500%

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 offered by other investment advisers. Lipper’s

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

9 The Euro-U.S. dollar currency exchange rate quoted at 4 p.m. on September 21, 2009 by Reuters was €1 per $1.4676. At that currency exchange rate, €100 million would be equivalent to approximately $146.8 million. €200 million would be equivalent to approximately $293.6 million.

10 This sub-advised fund has a more restrictive investment style than the Money Market Portfolio; the fund invests primarily in high-quality municipal short-term securities and is a tax-exempt money market fund.

16

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”)¹¹ at the approximate current asset level of the Portfolio.¹²

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

Portfolio	Contractual Management Fee13	Lipper Exp. Group Median	Rank
Money Market Portfolio	0.450	0.475	6/14

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 EU¹⁴ 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 (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Money Market Portfolio	0.958	0.565	14/14	0.496	49/50

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2008, relative to 2007.

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

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

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

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.

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

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

17

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2008, ABI received $69,887 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2008, the Adviser determined that it made payments in the amount of $648 on behalf of the Portfolio to ABI.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁶ During the most recently completed fiscal year, ABIS received a fee of $969 from the Portfolio.¹⁷

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli ¹⁹ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund assets under management (“AUM”), family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of fund size and the large asset manager’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $498 billion as of September 30, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

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

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

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

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18

AllianceBernstein Variable Products Series Fund

The information below, prepared by Lipper, shows the 1, 3, 5 and 10 year net and gross performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”)²² and Lipper Performance Universe (“PU”) for the periods ended July 31, 2009.²³

Money Market Portfolio	Portfolio Return (%)	PG Median (%)	PU Median (%)	PG Rank	PU Rank
(Net)
1 year	0.75	0.78	0.81	8/14	35/59
3 year	2.77	3.06	3.13	13/14	54/59
5 year	2.67	2.94	3.04	14/14	54/57
10 year	2.67	2.87	2.95	12/13	48/52
(Gross)
1 year	1.72	1.45	1.37	5/14	14/59
3 year	3.77	3.71	3.64	5/14	17/59
5 year	3.63	3.62	3.56	6/14	20/57
10 year	3.49	3.48	3.49	6/13	25/52

Set forth below are the 1, 3, 5, 10 year and since inception net performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending July 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized			Risk Period (Year)
						Volatility (%)	Sharpe (%)
Money Market Portfolio	0.75	2.77	2.67	2.67	3.29	0.54	–	2.86	10
Lipper VA Money Market Fund Average27	0.88	3.05	2.97	2.90	3.61	N/A		N/A	N/A
Inception Date: December 30, 1992

CONCLUSION:

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

Dated: November 25, 2009

21 The net performance returns and rankings are for the Class A shares of the Portfolio. It should be noted that the net performance returns of the Portfolio that are shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. However, differences in the distribution price (ex-date versus payable date) and rounding differences may cause the Adviser’s own performance returns of the Portfolio to be one or two basis points different from Lipper. To maintain consistency in this evaluation, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

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

23 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if the Portfolio may have had a different investment classification/objective at different points in time.

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

25 The Adviser provided Portfolio and benchmark performance return information for the periods through July 31, 2009.

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

27 It should be noted that the benchmark’s since inception performance return is from the nearest month-end after the Portfolio’s inception date. In contrast to the benchmark, the Portfolio’s since inception return is from the Portfolio’s actual inception date.

19

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

REAL ESTATE INVESTMENT PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Real Estate Investment Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,044.78	$	4.61	0.91	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.28	$	4.56	0.91	%
Class B
Actual	$	1,000	$	1,042.91	$	5.93	1.17	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.99	$	5.86	1.17	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Simon Property Group, Inc.	$	6,759,663	10.6	%
Public Storage		3,749,361	5.9
Vornado Realty Trust		3,744,523	5.9
Equity Residential		2,906,472	4.6
Digital Realty Trust, Inc.		2,728,264	4.3
Ventas, Inc.		2,636,947	4.2
Boston Properties, Inc.		2,397,024	3.8
Health Care REIT, Inc.		2,333,448	3.7
ProLogis		1,554,448	2.4
Entertainment Properties Trust		1,545,642	2.4
	$	30,355,792	47.8	%

INDUSTRY DIVERSIFICATION

June 30, 2010 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Diversified/Specialty	$	14,389,435	22.7	%
Multi-Family		9,849,959	15.5
Office		8,625,370	13.6
Regional Mall		8,360,990	13.2
Health Care		6,165,113	9.7
Self Storage		4,715,411	7.4
Lodging		4,100,468	6.5
Shopping Center/Other Retail		3,595,882	5.7
Industrial Warehouse Distribution		1,876,336	2.9
Student Housing		473,355	0.7
Short-Term Investments		1,312,000	2.1
Total Investments	$	63,464,319	100.0	%

* Long-term investments.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

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REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.8%
EQUITY:OTHER–32.3%
DIVERSIFIED/SPECIALTY–22.6%
American Campus Communities, Inc.	30,300	$	826,887
BioMed Realty Trust, Inc.	88,500		1,423,965
CB Richard Ellis Group, Inc.–Class A(a)	63,600		865,596
Crown Castle International Corp.(a)	12,900		480,654
Digital Realty Trust, Inc.	47,300		2,728,264
DuPont Fabros Technology, Inc.	46,600		1,144,496
Entertainment Properties Trust	40,600		1,545,642
Forest City Enterprises, Inc.–Class A(a)	64,500		730,140
Jones Lang LaSalle, Inc.	13,700		899,268
Vornado Realty Trust	51,330		3,744,523
			14,389,435
HEALTH CARE–9.7%
Health Care REIT, Inc.	55,400		2,333,448
Nationwide Health Properties, Inc.	33,400		1,194,718
Ventas, Inc.	56,165		2,636,947
			6,165,113
			20,554,548
RESIDENTIAL–23.7%
MULTI-FAMILY–15.5%
AvalonBay Communities, Inc.	6,800		634,916
BRE Properties, Inc.	34,300		1,266,699
Camden Property Trust	36,200		1,478,770
Colonial Properties Trust	43,500		632,055
Equity Residential	69,800		2,906,472
Essex Property Trust, Inc.	11,400		1,111,956
Home Properties, Inc.	10,700		482,249
Mid-America Apartment Communities, Inc.	19,610		1,009,327
NVR, Inc.(a)	500		327,515
			9,849,959
SELF STORAGE–7.4%
Extra Space Storage, Inc.	69,500		966,050
Public Storage	42,650		3,749,361
			4,715,411
STUDENT HOUSING–0.8%
Education Realty Trust, Inc.	78,500		473,355
			15,038,725
RETAIL–18.8%
REGIONAL MALL–13.1%
CBL & Associates Properties, Inc.	67,650		841,566
Macerich Co. (The)	20,358		759,761
Simon Property Group, Inc.	83,711		6,759,663
			8,360,990

Company	Shares		U.S. $ Value
SHOPPING CENTER/OTHER RETAIL–5.7%
Federal Realty Investment Trust		3,800	$	267,026
Kimco Realty Corp.		93,600		1,257,984
Tanger Factory Outlet Centers		21,200		877,256
Weingarten Realty Investors		62,657		1,193,616
				3,595,882
				11,956,872
OFFICE–13.6%
OFFICE–13.6%
Boston Properties, Inc.		33,600		2,397,024
Brandywine Realty Trust		58,600		629,950
Brookfield Properties Corp.		95,050		1,334,502
Corporate Office Properties Trust		34,300		1,295,168
Douglas Emmett, Inc.		54,400		773,568
Duke Realty Corp.		24,600		279,210
Kilroy Realty Corp.		31,600		939,468
Mack-Cali Realty Corp.		21,400		636,222
PS Business Parks, Inc.		6,100		340,258
				8,625,370
LODGING–6.4%
LODGING–6.4%
DiamondRock Hospitality Co.(a)		135,755		1,115,906
Hersha Hospitality Trust		103,000		465,560
Hyatt Hotels Corp.(a)		31,000		1,149,790
Sunstone Hotel Investors, Inc.(a)		76,432		758,970
Wyndham Worldwide Corp.		30,300		610,242
				4,100,468
INDUSTRIALS–3.0%
INDUSTRIAL WAREHOUSE DISTRIBUTION–3.0%
First Potomac Realty Trust		22,400		321,888
ProLogis		153,450		1,554,448
				1,876,336
Total Common Stocks (cost $54,327,670)				62,152,319
	Principal Amount (000)
SHORT-TERM INVESTMENTS– 2.0%
TIME DEPOSIT–2.0%
State Street Time Deposit 0.01%, 7/01/10 (cost $1,312,000)	$	1,312		1,312,000
TOTAL INVESTMENTS–99.8% (cost $55,639,670)				63,464,319
Other assets less liabilities–0.2%				102,984
NET ASSETS–100.0%			$	63,567,303

(a) Non-income producing security.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $55,639,670)	$	63,464,319
Cash		328
Foreign currencies, at value (cost $10,859)		10,200
Receivable for investment securities sold		775,845
Dividends and interest receivable		180,159
Receivable for capital stock sold		27,396
Total assets		64,458,247
LIABILITIES
Payable for investment securities purchased		668,973
Payable for capital stock redeemed		85,353
Advisory fee payable		30,610
Administrative fee payable		20,260
Distribution fee payable		2,780
Transfer Agent fee payable		157
Accrued expenses		82,811
Total liabilities		890,944
NET ASSETS	$	63,567,303
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,392
Additional paid-in capital		54,720,399
Undistributed net investment income		419,617
Accumulated net realized gain on investment and foreign currency transactions		596,905
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		7,823,990
	$	63,567,303

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	50,832,066	5,115,281	$	9.94
B	$	12,735,237	1,277,046	$	9.97

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $3,076)	$	689,147
Interest		127
		689,274
EXPENSES
Advisory fee (see Note B)		180,637
Distribution fee—Class B		16,473
Transfer agency—Class A		1,572
Transfer agency—Class B		412
Administrative		39,820
Custodian		32,616
Audit		18,100
Legal		15,975
Printing		5,870
Directors’ fees		1,758
Miscellaneous		1,378
Total expenses		314,611
Net investment income		374,663
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		8,546,956
Foreign currency transactions		560
Net change in unrealized appreciation/depreciation of:
Investments		(4,541,312	)
Foreign currency denominated assets and liabilities		(659	)
Net gain on investment and foreign currency transactions		4,005,545
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,380,208

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	374,663		$	935,138
Net realized gain (loss) on investment and foreign currency transactions		8,547,516			(3,358,506	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(4,541,971	)		13,611,411
Net increase in net assets from operations		4,380,208			11,188,043
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(763,869	)		(877,524	)
Class B		(167,325	)		(243,734	)
Net realized gain on investment transactions
Class A		–0	–		(636,788	)
Class B		–0	–		(209,279	)
CAPITAL STOCK TRANSACTIONS
Net increase		9,284,607			6,426,615
Total increase		12,733,621			15,647,333
NET ASSETS
Beginning of period		50,833,682			35,186,349
End of period (including undistributed net investment income of $419,617 and $976,148, respectively)	$	63,567,303		$	50,833,682

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

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

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks	$	62,152,319	$	—	$	—	$	62,152,319
Short-Term Investments		—		1,312,000		—		1,312,000
Total Investments in Securities		62,152,319		1,312,000		—		63,464,319
Other Financial Instruments*		—		—		—		—
Total	$	62,152,319	$	1,312,000	$	—	$	63,464,319

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

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AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,820.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $53,290, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	49,019,919		$	40,124,277
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	$	8,939,340
Gross unrealized depreciation		(1,114,691	)
Net unrealized appreciation	$	7,824,649

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

10

AllianceBernstein Variable Products Series Fund

Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	2,826,874		1,700,949		$	28,028,190		$	12,848,445
Shares issued in reinvestment of dividends and distributions	67,960		215,714			763,869			1,514,312
Shares redeemed	(1,752,457	)	(1,007,279	)		(19,335,276	)		(7,211,170	)
Net increase	1,142,377		909,384		$	9,456,783		$	7,151,587
Class B
Shares sold	92,294		254,991		$	950,605		$	1,982,458
Shares issued in reinvestment of dividends and distributions	14,834		64,257			167,325			453,013
Shares redeemed	(124,095	)	(437,864	)		(1,290,106	)		(3,160,443	)
Net decrease	(16,967	)	(118,616	)	$	(172,176	)	$	(724,972	)

NOTE F: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009		2008
Distributions paid from:
Ordinary income	$	1,138,748	$	1,057,062
Long-term capital gains		828,577		15,457,115
Total taxable distributions		1,967,325		16,514,177
Total distributions paid	$	1,967,325	$	16,514,177

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	926,743
Accumulated capital and other losses		(6,947,453	)(a)
Unrealized appreciation/(depreciation)		11,362,803	(b)
Total accumulated earnings/(deficit)	$	5,342,093	(c)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $6,947,453 which expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

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

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

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified

12

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.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

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

NOTE J: Subsequent Events

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

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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,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$9.64		$7.86		$16.23		$22.83		$19.98		$20.66
Income From Investment Operations
Net investment income (a)	.06		.19		.26		.22		.29		.32
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.39		1.98		(4.38	)	(2.91	)	6.02		1.84
Net increase (decrease) in net asset value from operations	.45		2.17		(4.12	)	(2.69	)	6.31		2.16
Less: Dividends and Distributions
Dividends from net investment income	(.15	)	(.23	)	(.26	)	(.30	)	(.47	)	(.68	)
Distributions from net realized gain on investment transactions	–0	–	(.16	)	(3.99	)	(3.61	)	(2.99	)	(2.16	)
Total dividends and distributions	(.15	)	(.39	)	(4.25	)	(3.91	)	(3.46	)	(2.84	)
Net asset value, end of period	$9.94		$9.64		$7.86		$16.23		$22.83		$19.98
Total Return
Total investment return based on net asset value (b)	4.48	%	29.46	%	(35.68	)%	(14.53	)%	35.22	%	11.67	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$50,832		$38,317		$24,082		$50,015		$80,317		$67,161
Ratio to average net assets of:
Expenses	.91	%(c)(d)	1.25	%	1.01	%	.85	%	.83	%(d)	.83	%
Net investment income	1.19	%(c)(d)	2.50	%	2.13	%	1.09	%	1.33	%(d)	1.64	%
Portfolio turnover rate	66	%	94	%	46	%	51	%	47	%	46	%

See footnote summary on page 15.

14

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30,  2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$9.67		$7.86		$16.20		$22.80		$19.94		$20.54
Income From Investment Operations
Net investment income (a)	.05		.20		.22		.16		.22		.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions	.38		1.97		(4.37	)	(2.90	)	6.03		1.72
Net increase (decrease) in net asset value from operations	.43		2.17		(4.15	)	(2.74	)	6.25		2.10
Less: Dividends and Distributions
Dividends from net investment income	(.13	)	(.20	)	(.20	)	(.25	)	(.40	)	(.54	)
Distributions from net realized gain on investment transactions	–0	–	(.16	)	(3.99	)	(3.61	)	(2.99	)	(2.16	)
Total dividends and distributions	(.13	)	(.36	)	(4.19	)	(3.86	)	(3.39	)	(2.70	)
Net asset value, end of period	$9.97		$9.67		$7.86		$16.20		$22.80		$19.94
Total Return
Total investment return based on net asset value (b)	4.29	%	29.22	%	(35.82	)%	(14.76	)%	34.88	%	11.40	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$12,735		$12,517		$11,104		$22,281		$33,461		$24,875
Ratio to average net assets of:
Expenses	1.17	%(c)(d)	1.53	%	1.26	%	1.10	%	1.08	%(d)	1.06	%
Net investment income	.94	%(c)(d)	2.67	%	1.83	%	.80	%	1.04	%(d)	2.11	%
Portfolio turnover rate	66	%	94	%	46	%	51	%	47	%	46	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

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

See notes to financial statements.

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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 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

16

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Financial Times Stock Exchange (FTSE) National Association of Real Estate Investment Trusts Equity REIT Index and the Standard & Poor’s 500 Stock Index (the “S&P 500 Stock Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the indices) the since inception period (January 1997 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period and in the 1st quintile of the Performance Group and the Performance Universe for the 3-, 5- and 10-year periods, and that the Portfolio outperformed both indices in all periods reviewed except that it underperformed the S&P 500 Stock Index in the 3-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 advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the initial fee rates in the institutional fee schedule were higher, and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate higher than that in the Portfolio’s Advisory Agreement (excluding the impact of the 23 basis point expense reimbursement to the Adviser pursuant to the Advisory Agreement). The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

17

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

funds’ investment advisers, which in some cases were voluntary and perhaps temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 23 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s small asset base impacted the expense ratio (the Expense Group median was approximately 25% larger than the Portfolio’s asset base), contributing to the Portfolio’s relatively high expense ratio as compared to such median. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	81.1	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 $82,940 (0.23% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Real Estate Investment Portfolio	Class A    1.25% Class B    1.53%	December 31

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

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

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

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee  (%)6	Portfolio Advisory Fee (%)
Real Estate Investment Portfolio	$81.1	U.S. REIT Strategy Schedule 70 bp on 1st $25m 60 bp on next $25m 50 bp on next $25m negotiable on the balance Minimum account size $25m	0.592	0.550

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $75 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 Assumes 50 bp on the balance.

20

AllianceBernstein Variable Products Series Fund

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.⁷ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein Global Real Estate Investment Fund, Inc. been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Real Estate Investment Portfolio8	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	0.550	0.550

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Global Real Estate Securities Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁹ It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

Fund	Fee
Global Real Estate Securities Portfolio
Class A	1.75	%
Class I (Institutional)	0.95	%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ 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”)¹¹ at the approximate current asset level of the Portfolio.¹²

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 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.

9 It should be noted that the Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

10 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 14.

11 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

21

REAL ESTATE INVESTMENT 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 Fee13	Lipper Exp. Group Median (%)	Rank
Real Estate Investment Portfolio	0.550	0.800	1/12

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 EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁵

Portfolio	Expense Ratio (%)16	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Real Estate Investment Portfolio	1.252	0.948	12/12	0.892	19/19

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

16 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $24,600 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, 2009, the Adviser determined that it made payments in the amount of $32,826 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁷

The Portfolio may affect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two

17 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2009.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones v. Harris at 14.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio²² relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended January 31, 2010.²⁴

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	46.88	46.92	46.25	7/12	11/23
3 year	–14.50	–16.74	–16.15	2/10	4/21
5 year	2.37	0.48	1.38	2/10	4/17
10 year	10.72	9.60	9.83	1/7	2/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁵ versus its benchmark.²⁶ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁷

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Real Estate Investment Portfolio	46.88	–14.50	2.37	10.72	7.70	23.81	0.43	10
FTSE NAREIT Equity REIT Index28	46.71	–16.25	1.04	10.00	7.09	24.63	0.40	10
S&P 500 Stock Index	33.14	–7.24	0.18	–0.80	4.52	N/A	N/A	N/A
Inception Date: January 9, 1997

21 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

22 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.

23 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including or excluding a fund from a PU is somewhat different from that of an EU.

24 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 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

26 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

27 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 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

24

AllianceBernstein Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 2, 2010

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

    June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small Cap Growth Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	989.96	$	6.86	1.39	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.90	$	6.95	1.39	%
Class B
Actual	$	1,000	$	989.72	$	8.04	1.63	%
Hypothetical (5% return before expenses)	$	1,000	$	1,016.71	$	8.15	1.63	%

* 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, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
VistaPrint NV	$	565,843	1.5	%
TIBCO Software, Inc.		555,484	1.5
Baldor Electric Co.		538,314	1.5
Aruba Networks, Inc.		515,345	1.4
National CineMedia, Inc.		506,131	1.4
HMS Holdings Corp.		498,824	1.4
Tempur-Pedic International, Inc.		475,702	1.3
Bucyrus International, Inc.—Class A		473,551	1.3
Life Time Fitness, Inc.		469,538	1.3
TrueBlue, Inc.		467,854	1.3
	$	5,066,586	13.9	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Information Technology	$	10,304,112	28.0	%
Health Care		8,022,883	21.8
Consumer Discretionary		7,591,838	20.6
Industrials		6,337,786	17.2
Financials		1,633,639	4.5
Energy		1,540,409	4.2
Materials		524,256	1.4
Consumer Staples		319,451	0.9
Short-Term Investments		515,000	1.4
Total Investments	$	36,789,374	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.8%
INFORMATION TECHNOLOGY–28.3%
COMMUNICATIONS EQUIPMENT–6.0%
Aruba Networks, Inc.(a)	36,190	$	515,345
Blue Coat Systems, Inc.(a)	12,490		255,171
F5 Networks, Inc.(a)	6,630		454,619
Finisar Corp.(a)	18,635		277,661
Netgear, Inc.(a)	18,490		329,862
Riverbed Technology, Inc.(a)	13,180		364,032
			2,196,690
COMPUTERS & PERIPHERALS–0.7%
Xyratex Ltd.(a)	18,870		267,010
INTERNET SOFTWARE & SERVICES–2.8%
DealerTrack Holdings, Inc.(a)	27,750		456,488
VistaPrint NV(a)	11,915		565,843
			1,022,331
IT SERVICES–1.9%
Global Cash Access Holdings, Inc.(a)	37,860		272,971
VeriFone Systems, Inc.(a)	21,400		405,102
			678,073
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.1%
Atheros Communications, Inc.(a)	9,760		268,790
Fairchild Semiconductor International, Inc.(a)	31,840		267,774
Hittite Microwave Corp.(a)	6,250		279,625
MaxLinear, Inc.(a)	5,010		70,040
Mellanox Technologies Ltd.(a)	16,800		367,920
Netlogic Microsystems, Inc.(a)	8,650		235,280
ON Semiconductor Corp.(a)	45,820		292,332
Skyworks Solutions, Inc.(a)	24,300		407,997
Teradyne, Inc.(a)	40,870		398,483
			2,588,241
SOFTWARE–9.8%
AsiaInfo Holdings, Inc.(a)	8,530		186,466
Concur Technologies, Inc.(a)	7,890		336,745
Informatica Corp.(a)	18,830		449,660
MICROS Systems, Inc.(a)	14,450		460,521
SolarWinds, Inc.(a)	21,370		342,775
SuccessFactors, Inc.(a)	19,920		414,137
Taleo Corp.–Class A(a)	16,160		392,526
TIBCO Software, Inc.(a)	46,060		555,484
VanceInfo Technologies, Inc.(a)	17,760		413,453
			3,551,767
			10,304,112
HEALTH CARE–22.1%
BIOTECHNOLOGY–4.5%
Alexion Pharmaceuticals, Inc.(a)	7,500		383,925

Company	Shares	U.S. $ Value
Arqule, Inc.(a)	3,900	$	16,770
Human Genome Sciences, Inc.(a)	4,900		111,034
Incyte Corp. Ltd.(a)	14,990		165,939
Ironwood Pharmaceuticals, Inc.(a)	11,900		141,848
Pharmasset, Inc.(a)	5,010		136,973
Protalix BioTherapeutics, Inc.(a)	19,010		116,151
Regeneron Pharmaceuticals, Inc.(a)	9,670		215,835
United Therapeutics Corp.(a)	6,840		333,861
			1,622,336
HEALTH CARE EQUIPMENT & SUPPLIES–4.8%
Align Technology, Inc.(a)	23,310		346,620
NuVasive, Inc.(a)	7,780		275,879
ResMed, Inc.(a)	6,030		366,684
Sirona Dental Systems, Inc.(a)	10,740		374,182
Volcano Corp.(a)	17,510		382,068
			1,745,433
HEALTH CARE PROVIDERS & SERVICES–6.0%
Centene Corp.(a)	15,870		341,205
Emergency Medical Services Corp.(a)	8,160		400,084
HMS Holdings Corp.(a)	9,200		498,824
IPC The Hospitalist Co., Inc.(a)	8,660		217,366
LHC Group, Inc.(a)	12,640		350,760
Magellan Health Services, Inc.(a)	10,240		371,917
			2,180,156
HEALTH CARE TECHNOLOGY–2.1%
MedAssets, Inc.(a)	15,410		355,663
SXC Health Solutions Corp.(a)	5,660		414,595
			770,258
LIFE SCIENCES TOOLS & SERVICES–1.0%
QIAGEN NV(a)	18,550		356,531
PHARMACEUTICALS–3.7%
Ardea Biosciences, Inc.(a)	5,440		111,846
Impax Laboratories, Inc.(a)	18,760		357,566
MAP Pharmaceuticals, Inc.(a)	10,150		133,168
Medicis Pharmaceutical Corp.	12,150		265,842
Nektar Therapeutics(a)	14,650		177,265
Salix Pharmaceuticals Ltd.(a)	7,750		302,482
			1,348,169
			8,022,883
CONSUMER DISCRETIONARY–20.9%
DISTRIBUTORS–1.2%
LKQ Corp.(a)	23,450		452,116
DIVERSIFIED CONSUMER SERVICES–1.8%
K12, Inc.(a)	11,710		259,728
Strayer Education, Inc.	1,800		374,202
			633,930

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–5.9%
Gaylord Entertainment Co.(a)	20,070	$	443,346
Great Wolf Resorts, Inc.(a)	66,210		137,717
Life Time Fitness, Inc.(a)	14,770		469,538
Orient-Express Hotels Ltd.–Class A(a)	46,170		341,658
Panera Bread Co.–Class A(a)	4,180		314,712
Texas Roadhouse, Inc.– Class A(a)	34,340		433,371
			2,140,342
HOUSEHOLD DURABLES–1.3%
Tempur-Pedic International, Inc.(a)	15,470		475,702
INTERNET & CATALOG RETAIL–1.3%
NetFlix, Inc.(a)	4,260		462,849
MEDIA–2.4%
Lamar Advertising Co.–Class A(a)	14,900		365,348
National CineMedia, Inc.	30,380		506,131
			871,479
SPECIALTY RETAIL–6.0%
Citi Trends, Inc.(a)	1,600		52,704
Dick’s Sporting Goods, Inc.(a)	18,060		449,513
J Crew Group, Inc.(a)	8,990		330,922
Kirkland’s, Inc.(a)	19,400		327,375
Select Comfort Corp.(a)	33,900		296,625
Tractor Supply Co.	7,670		467,640
Ulta Salon Cosmetics & Fragrance, Inc.(a)	10,800		255,528
			2,180,307
TEXTILES, APPAREL & LUXURY GOODS–1.0%
Carter’s, Inc.(a)	14,290		375,113
			7,591,838
INDUSTRIALS–17.4%
AEROSPACE & DEFENSE–1.2%
Hexcel Corp.(a)	29,320		454,753
AIR FREIGHT & LOGISTICS–0.5%
Atlas Air Worldwide Holdings, Inc.(a)	3,780		179,550
BUILDING PRODUCTS–0.9%
Simpson Manufacturing Co., Inc.	13,330		327,252
COMMERCIAL SERVICES & SUPPLIES–1.0%
Interface, Inc.–Class A	34,360		369,026
ELECTRICAL EQUIPMENT–2.6%
AMETEK, Inc.	9,930		398,689
Baldor Electric Co.	14,920		538,314
			937,003

Company	Shares	U.S. $ Value
MACHINERY–6.2%
Actuant Corp.–Class A	21,670	$	408,046
Bucyrus International, Inc.– Class A	9,980		473,551
IDEX Corp.	12,815		366,125
Lincoln Electric Holdings, Inc.	7,690		392,113
RBC Bearings, Inc.(a)	9,740		282,363
Valmont Industries, Inc.	4,720		342,955
			2,265,153
MARINE–1.1%
Kirby Corp.(a)	10,140		387,855
PROFESSIONAL SERVICES–1.3%
TrueBlue, Inc.(a)	41,810		467,854
ROAD & RAIL–2.6%
Genesee & Wyoming, Inc.–Class A(a)	10,330		385,412
Knight Transportation, Inc.	18,540		375,250
RailAmerica, Inc.(a)	19,020		188,678
			949,340
			6,337,786
FINANCIALS–4.5%
CAPITAL MARKETS–3.7%
Affiliated Managers Group, Inc.(a)	5,220		317,219
Greenhill & Co., Inc.	5,580		341,106
KBW, Inc.(a)	14,690		314,954
Stifel Financial Corp.(a)	8,670		376,191
			1,349,470
COMMERCIAL BANKS–0.8%
Iberiabank Corp.	5,520		284,169
			1,633,639
ENERGY–4.2%
ENERGY EQUIPMENT & SERVICES–2.7%
Complete Production Services, Inc.(a)	24,660		352,638
Dril-Quip, Inc.(a)	6,750		297,135
Oceaneering International, Inc.(a)	7,160		321,484
			971,257
OIL, GAS & CONSUMABLE FUELS–1.5%
Cabot Oil & Gas Corp.	9,330		292,216
Concho Resources Inc.(a)	4,860		268,904
SM Energy Co.	200		8,032
			569,152
			1,540,409
MATERIALS–1.5%
CHEMICALS–1.5%
Calgon Carbon Corp.(a)	13,060		172,914
Solutia, Inc.(a)	26,820		351,342
			524,256

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSUMER STAPLES–0.9%
FOOD PRODUCTS–0.9%
Green Mountain Coffee Roasters, Inc.(a)	12,430	$	319,451
Total Common Stocks (cost $32,094,456)			36,274,374
WARRANTS–0.0%
INFORMATION TECHNOLOGY–0.0%
COMMUNICATIONS EQUIPMENT–0.0%
Lantronix, Inc., expiring 2/09/11(a) (cost $0)	2,486		0

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
State Street Time Deposit 0.01%, 7/01/10 (cost $515,000)	$	515	$	515,000
TOTAL INVESTMENTS–101.2% (cost $32,609,456)				36,789,374
Other assets less liabilities–(1.2)%				(429,683	)
NET ASSETS–100.0%			$	36,359,691

(a) Non-income producing security.

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $32,609,456)	$	36,789,374
Cash		538
Receivable for investment securities sold		68,991
Dividends and interest receivable		8,025
Receivable for capital stock sold		4,146
Total assets		36,871,074
LIABILITIES
Payable for investment securities purchased		335,766
Payable for capital stock redeemed		46,052
Advisory fee payable		23,918
Administrative fee payable		21,902
Distribution fee payable		3,203
Transfer Agent fee payable		157
Accrued expenses		80,385
Total liabilities		511,383
NET ASSETS	$	36,359,691
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,103
Additional paid-in capital		80,170,126
Accumulated net investment loss		(225,450	)
Accumulated net realized loss on investment transactions		(47,768,006	)
Net unrealized appreciation on investments		4,179,918
	$	36,359,691

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	21,692,976	1,832,981	$	11.83
B	$	14,666,715	1,270,193	$	11.55

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $12)	$	66,931
Interest		21
		66,952
EXPENSES
Advisory fee (see Note B)		147,665
Distribution fee—Class B		19,795
Transfer agency—Class A		1,390
Transfer agency—Class B		931
Custodian		41,593
Administrative		38,680
Audit		18,100
Legal		16,200
Printing		4,340
Directors’ fees		1,848
Miscellaneous		1,860
Total expenses		292,402
Net investment loss		(225,450	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		2,785,563
Net change in unrealized appreciation/depreciation of investments		(3,049,518	)
Net loss on investment transactions		(263,955	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(489,405	)

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(225,450	)	$	(454,105	)
Net realized gain (loss) on investment transactions		2,785,563			(5,182,631	)
Net change in unrealized appreciation/depreciation of investments		(3,049,518	)		16,946,484
Net increase (decrease) in net assets from operations		(489,405	)		11,309,748
CAPITAL STOCK TRANSACTIONS
Net decrease		(823,354	)		(2,751,075	)
Total increase (decrease)		(1,312,759	)		8,558,673
NET ASSETS
Beginning of period		37,672,450			29,113,777
End of period (including accumulated net investment income/(loss) of ($225,450) and $0, respectively)	$	36,359,691		$	37,672,450

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

36,274,374

��0

–

$

–0

–

$

36,274,374

Warrants**

–0

–

–0

–

–0

–

–0

–

Short-Term Investments

–0

–

515,000

–0

–

515,000

Total Investments in Securities

36,274,374

515,000

–0

–

36,789,374

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

36,274,374

$

515,000

$

–0

–

$

36,789,374

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

** The Portfolio held a level 3 security with zero market value at period end.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

10

AllianceBernstein Variable Products Series Fund

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion, and .60% in excess of $5 billion of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $38,680.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $41,679, of which $1 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	18,511,616		$	19,092,103
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	$	5,725,433
Gross unrealized depreciation		(1,545,515	)
Net unrealized appreciation	$	4,179,918

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

12

AllianceBernstein Variable Products Series Fund

received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	104,268		263,848		$	1,343,630		$	2,527,867
Shares redeemed	(185,722	)	(483,772	)		(2,341,507	)		(4,597,586	)
Net decrease	(81,454	)	(219,924	)	$	(997,877	)	$	(2,069,719	)
Class B
Shares sold	335,858		383,986		$	4,273,643		$	3,793,386
Shares redeemed	(333,232	)	(461,513	)		(4,099,120	)		(4,474,742	)
Net increase (decrease)	2,626		(77,527	)	$	174,523		$	(681,356	)

NOTE F: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited) (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. As such, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Components of Accumulated Earnings (Deficit)

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(49,136,983	)(a)
Unrealized appreciation/(depreciation)		5,812,850	(b)
Total accumulated earnings/(deficit)	$	(43,324,133	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward of $48,997,463 of which $41,226,800 expires in the year 2010, $1,108,672 expires in the year 2016, and $6,661,991 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital losses incurred after October 31, 2009 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, 2009, the Portfolio defers post October capital losses of $139,520 to January 1, 2010.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

14

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: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

		CLASS A
		Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
				2009		2008		2007		2006		2005
Net asset value, beginning of period		$11.95		$8.43		$15.48		$13.57		$12.26		$11.65
Income From Investment Operations	��
Net investment loss(a)		(.07	)	(.13	)	(.13	)	(.12	)	(.12	)	(.11	)
Net realized and unrealized gain (loss) on investment transactions		(.05	)	3.65		(6.92	)	2.03		1.43		.72
Contributions from Adviser		–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations		(.12	)	3.52		(7.05	)	1.91		1.31		.61
Net asset value, end of period		$11.83		$11.95		$8.43		$15.48		$13.57		$12.26
Total Return
Total investment return based on net asset value(c)		(1.00	)%	41.76	%*	(45.54	)%*	14.08	%	10.69	%	5.24	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$21,693		$22,876		$18,003		$39,867		$48,498		$49,453
Ratio to average net assets of:
Expenses		1.39	%(d)(e)	1.62	%	1.32	%	1.20	%	1.16	%(e)	1.18	%
Net investment loss		(1.04	)%(d)(e)	(1.33	)%	(1.02	)%	(.81	)%	(.90	)%(e)	(.93	)%
Portfolio turnover rate		48	%	106	%	129	%	88	%	76	%	90	%

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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$11.67		$8.26		$15.19		$13.36		$12.09		$11.53
Income From Investment Operations
Net investment loss(a)	(.08	)	(.15	)	(.15	)	(.15	)	(.15	)	(.13	)
Net realized and unrealized gain (loss) on investment transactions	(.04	)	3.56		(6.78	)	1.98		1.42		.69
Contributions from Adviser	–0	–	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	(.12	)	3.41		(6.93	)	1.83		1.27		.56
Net asset value, end of period	$11.55		$11.67		$8.26		$15.19		$13.36		$12.09
Total Return
Total investment return based on net asset value(c)	(1.03	)%	41.28	%*	(45.62	)%*	13.70	%	10.51	%	4.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$14,667		$14,796		$11,111		$24,937		$22,070		$22,467
Ratio to average net assets of:
Expenses	1.63	%(d)(e)	1.87	%	1.60	%	1.44	%	1.41	%(e)	1.43	%
Net investment loss	(1.30	)%(d)(e)	(1.58	)%	(1.29	)%	(1.05	)%	(1.15	)%(e)	(1.18	)%
Portfolio turnover rate.	48	%	106	%	129	%	88	%	76	%	90	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2009 and December 31, 2008 by 0.28% and 0.40%, respectively.

See notes to financial statements.

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SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not

18

AllianceBernstein Variable Products Series Fund

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 that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended January 31, 2010 and (in the case of comparisons with the Index) the since inception period (August 1996 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3- and 5-year periods and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period, and that the Portfolio outperformed the Index in the 1- and 10-year periods but underperformed the Index in the 3- and 5-year and the since inception periods. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio although the institutional fee schedule provided for higher rates on the first $150 million of assets, and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate higher than that in the Portfolio’s Advisory Agreement (excluding the impact of the 25 basis point expense reimbursement to the Adviser pursuant to the Advisory Agreement; including the impact would result in the same fee rate). The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund except that the Portfolio’s fee is a monthly fee based on average daily net assets and the Corresponding Fund’s fee is a quarterly fee based on net asset value at the end of each quarter.

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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 because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 25 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s very small asset base of approximately $42 million significantly impacted the Portfolio’s expense ratio. The directors also noted that the Adviser had reviewed with them steps being taken that are intended to reduce the expenses of the AllianceBernstein Funds generally. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	42.1	Small Cap Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $80,222 (0.25% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Small Cap Growth Portfolio	Class A    1.62%	December 31
	Class B    1.87%

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small Cap Growth Portfolio	$42.1	Small Cap Growth Schedule 100 bp on 1st $50m 85 bp on next $50m 75 bp on the balance Minimum account size $25m	1.000	0.750

4 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9,559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

22

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio, a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio.⁶ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small Cap Growth Portfolio7	Cap Fund, Inc—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Small Cap Growth Portfolio	Client #18 , 9	0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance	0.600	0.750
	Client #2	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance	0.630	0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

While it appears that certain sub-advisory relationships are paying a lower fee than the Portfolio, its is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the Portfolio and sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than it would be willing to managed investment company assets.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s

6 It should be noted that the AllianceBernstein Mutual Fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the AllianceBernstein Mutual Fund.

7 The advisory fee of AllianceBernstein Cap Fund, Inc. – Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

8 The client is an affiliate of the Adviser.

9 Assets are aggregated with other similar managed accounts of the client for purposes of calculating the Investment advisory fee.

10 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 14.

23

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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”)¹¹ at the approximate current asset level of the Portfolio.¹²

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee13	Lipper Exp. Group Median	Rank
Small Cap Growth Portfolio	0.750	0.875	3/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁵

Portfolio	Expense Ratio (%)16	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Small Cap Growth Portfolio	1.618	1.018	14/14	0.966	38/38

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.

11 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively small average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

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.

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 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

16 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $30,711 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, 2009, the Adviser determined that it made payments in the amount of $182,623 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁷

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

17 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2009.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio²² relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended January 31, 2010.²⁴

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	40.54	39.77	40.43	6/14	23/48
3 year	–6.39	–6.39	–6.02	7/13	26/42
5 year	0.14	–0.20	1.23	6/12	25/38
10 year	–0.22	–3.49	–0.12	3/9	16/29

19 The Deli study was originally published in 2002 based on 1997 data.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones v. Harris at 14.

21 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

22 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.

23 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including or excluding a fund from a PU is somewhat different from that of an EU.

24 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, 10 year and since inception performance returns of the Portfolio (in bold)²⁵ versus its benchmark.²⁶ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁷

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)		5 Year (%)	10 Year (%)		Since Inception (%)	Annualized			Risk Period (Year)
								Volatility (%)	Sharpe (%)
Small Cap Growth Portfolio	40.54	–	6.39	0.14	–	0.22	2.04	24.26		0.00	10
Russell 2000 Growth Index	39.03	–	6.03	0.88	–	1.73	2.96	25.41	–	0.05	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 2, 2010

25 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

26 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

27 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 Small/Mid Cap Value Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each class’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each class’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Small/Mid Cap Value Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	980.81	$	4.13	0.84	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.63	$	4.21	0.84	%
Class B
Actual	$	1,000	$	979.23	$	5.35	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
TEN LARGEST HOLDINGS*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Pepco Holdings, Inc.	$	6,281,408	1.4	%
Portland General Electric Co.		6,032,403	1.4
NiSource, Inc.		5,863,800	1.4
CMS Energy Corp.		5,860,000	1.4
Constellation Brands, Inc.—Class A		5,597,037	1.3
Comerica, Inc.		5,509,768	1.3
WESCO International, Inc.		5,498,311	1.3
Community Health Systems, Inc.		5,345,361	1.2
Reinsurance Group of America, Inc.—Class A		5,343,499	1.2
Commercial Metals Co.		5,332,948	1.2
	$	56,664,535	13.1	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Financials	$	98,455,167	22.4	%
Consumer Discretionary		69,769,461	15.9
Industrials		49,428,952	11.2
Information Technology		43,633,178	9.9
Energy		41,942,637	9.5
Utilities		36,200,521	8.2
Materials		34,544,259	7.9
Health Care		28,233,039	6.4
Consumer Staples		25,748,559	5.9
Short-Term Investments		11,797,000	2.7
Total Investments	$	439,752,773	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.8%
FINANCIALS–22.7%
CAPITAL MARKETS–0.5%
MF Global Holdings Ltd.(a)	387,600	$	2,213,196
COMMERCIAL BANKS–7.7%
Associated Banc-Corp	315,100		3,863,126
City National Corp.	51,250		2,625,537
Comerica, Inc.	149,600		5,509,768
Marshall & Ilsley Corp.	515,500		3,701,290
Popular, Inc.(a)	1,331,457		3,568,305
Susquehanna Bancshares, Inc.	480,464		4,002,265
Umpqua Holdings Corp.	231,340		2,655,783
Webster Financial Corp.	215,700		3,869,658
Whitney Holding Corp.	386,100		3,571,425
			33,367,157
INSURANCE – 5.3%
Aspen Insurance Holdings Ltd.	159,800		3,953,452
Endurance Specialty Holdings Ltd.	124,400		4,668,732
Fidelity National Financial, Inc.–Class A	205,800		2,673,342
Reinsurance Group of America, Inc.–Class A	116,900		5,343,499
StanCorp Financial Group, Inc.	58,500		2,371,590
Unum Group	178,400		3,871,280
			22,881,895
REAL ESTATE INVESTMENT TRUSTS (REITs)–4.9%
Brandywine Realty Trust	260,500		2,800,375
Camden Property Trust	94,100		3,843,985
CBL & Associates Properties, Inc.	257,500		3,203,300
DiamondRock Hospitality Co.(a)	457,200		3,758,184
Sunstone Hotel Investors, Inc.(a)	381,830		3,791,572
Tanger Factory Outlet Centers	89,500		3,703,510
			21,100,926
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.5%
CB Richard Ellis Group, Inc.–Class A(a)	236,200		3,214,682
Jones Lang LaSalle, Inc.	49,600		3,255,744
			6,470,426
THRIFTS & MORTGAGE FINANCE–2.8%
Astoria Financial Corp.	227,100		3,124,896
First Niagara Financial Group, Inc.	399,500		5,005,735
Washington Federal, Inc.	265,200		4,290,936
			12,421,567
			98,455,167

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–16.1%
AUTO COMPONENTS–3.9%
Cooper Tire & Rubber Co.	206,900	$	4,034,550
Dana Holding Corp.(a)	489,900		4,899,000
Federal-Mogul Corp.(a)	323,900		4,217,178
TRW Automotive Holdings Corp.(a)	143,100		3,945,267
			17,095,995
HOTELS, RESTAURANTS & LEISURE–2.5%
Boyd Gaming Corp.(a)	277,400		2,355,126
Royal Caribbean Cruises Ltd.(a)	203,200		4,626,864
Wyndham Worldwide Corp.	189,800		3,822,572
			10,804,562
HOUSEHOLD DURABLES–2.3%
American Greetings Corp.	245,200		4,599,952
NVR, Inc.(a)	4,450		2,914,883
Pulte Group, Inc.(a)	283,700		2,349,036
			9,863,871
LEISURE EQUIPMENT & PRODUCTS–0.5%
Callaway Golf Co.	344,900		2,083,196
MEDIA–1.5%
CBS Corp.–Class B	190,200		2,459,286
Interpublic Group of Cos., Inc. (The)(a)	549,200		3,915,796
			6,375,082
SPECIALTY RETAIL–4.4%
AnnTaylor Stores Corp.(a)	255,700		4,160,239
Dress Barn, Inc. (The)(a)	109,600		2,609,576
Foot Locker, Inc.	216,950		2,737,909
Men’s Wearhouse, Inc. (The)	218,200		4,006,152
Office Depot, Inc.(a)	727,400		2,938,696
Signet Jewelers Ltd.(a)	94,600		2,601,500
			19,054,072
TEXTILES, APPAREL & LUXURY GOODS–1.0%
Jones Apparel Group, Inc.	283,450		4,492,683
			69,769,461
INDUSTRIALS–11.4%
AIRLINES–0.6%
Alaska Air Group, Inc.(a)	57,400		2,580,130
BUILDING PRODUCTS–1.2%
AO Smith Corp.	60,700		2,925,133
Masco Corp.	235,000		2,528,600
			5,453,733
ELECTRICAL EQUIPMENT–3.1%
EnerSys(a)	161,400		3,449,118
General Cable Corp.(a)	182,400		4,860,960
Thomas & Betts Corp.(a)	149,150		5,175,505
			13,485,583

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
MACHINERY–3.0%
Briggs & Stratton Corp.	224,100	$	3,814,182
Mueller Industries, Inc.	185,300		4,558,380
Terex Corp.(a)	243,100		4,555,694
			12,928,256
PROFESSIONAL SERVICES–0.9%
Kelly Services, Inc.–Class A(a)	258,200		3,839,434
ROAD & RAIL–1.3%
Con-way, Inc.	83,150		2,496,163
Hertz Global Holdings, Inc.(a)	332,700		3,147,342
			5,643,505
TRADING COMPANIES & DISTRIBUTORS–1.3%
WESCO International, Inc.(a)	163,300		5,498,311
			49,428,952
INFORMATION TECHNOLOGY–10.1%
COMMUNICATIONS EQUIPMENT–0.9%
CommScope, Inc.(a)	161,500		3,838,855
COMPUTERS & PERIPHERALS–0.6%
NCR Corp.(a)	226,000		2,739,120
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–4.7%
Anixter International, Inc.(a)	108,900		4,639,140
Arrow Electronics, Inc.(a)	111,600		2,494,260
AU Optronics Corp. (Sponsored ADR)	314,942		2,796,685
Avnet, Inc.(a)	106,600		2,570,126
Flextronics International Ltd.(a)	660,700		3,699,920
Insight Enterprises, Inc.(a)	299,900		3,946,684
			20,146,815
IT SERVICES–1.6%
Amdocs Ltd.(a)	85,600		2,298,360
Convergys Corp.(a)	475,200		4,661,712
			6,960,072
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.3%
Lam Research Corp.(a)	100,600		3,828,836
Siliconware Precision Industries Co. (Sponsored ADR)	546,800		2,925,380
Teradyne, Inc.(a)	327,600		3,194,100
			9,948,316
			43,633,178
ENERGY–9.7%
ENERGY EQUIPMENT & SERVICES–3.9%
Helix Energy Solutions Group, Inc.(a)	441,900		4,759,263

Company	Shares	U.S. $ Value
Helmerich & Payne, Inc.	119,800	$	4,375,096
Oil States International, Inc.(a)	63,700		2,521,246
Rowan Cos., Inc.(a)	228,900		5,022,066
			16,677,671
OIL, GAS & CONSUMABLE FUELS–5.8%
Cimarex Energy Co.	72,375		5,180,603
Forest Oil Corp.(a)	180,700		4,943,952
Patriot Coal Corp.(a)	176,500		2,073,875
Southern Union Co.	185,600		4,057,216
Teekay Corp.	179,900		4,707,983
Whiting Petroleum Corp.(a)	54,850		4,301,337
			25,264,966
			41,942,637
UTILITIES–8.4%
ELECTRIC UTILITIES–4.9%
Northeast Utilities	187,500		4,777,500
NV Energy, Inc.	344,800		4,072,088
Pepco Holdings, Inc.	400,600		6,281,408
Portland General Electric Co.	329,100		6,032,403
			21,163,399
MULTI-UTILITIES–3.5%
CMS Energy Corp.	400,000		5,860,000
NiSource, Inc.	404,400		5,863,800
Wisconsin Energy Corp.	65,300		3,313,322
			15,037,122
			36,200,521
MATERIALS–8.0%
CHEMICALS–5.0%
Arch Chemicals, Inc.	141,500		4,349,710
Cytec Industries, Inc.	106,100		4,242,939
Huntsman Corp.	493,950		4,282,546
PolyOne Corp.(a)	452,600		3,810,892
Rockwood Holdings, Inc.(a)	221,900		5,034,911
			21,720,998
METALS & MINING–3.0%
AK Steel Holding Corp.	41,600		495,872
Commercial Metals Co.	403,400		5,332,948
Reliance Steel & Aluminum Co.	122,225		4,418,434
Steel Dynamics, Inc.	195,300		2,576,007
			12,823,261
			34,544,259
HEALTH CARE–6.5%
HEALTH CARE EQUIPMENT & SUPPLIES–2.1%
Kinetic Concepts, Inc.(a)	139,300		5,085,843
Teleflex, Inc.	78,450		4,258,266
			9,344,109
HEALTH CARE PROVIDERS & SERVICES–3.7%
AMERIGROUP Corp.(a)	77,800		2,526,944
Community Health Systems, Inc.(a)	158,100		5,345,361

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
LifePoint Hospitals, Inc.(a)		160,745	$	5,047,393
Molina Healthcare, Inc.(a)		103,425		2,978,640
				15,898,338
PHARMACEUTICALS–0.7%
Par Pharmaceutical Cos., Inc.(a)		115,200		2,990,592
				28,233,039
CONSUMER STAPLES–5.9%
BEVERAGES–1.3%
Constellation Brands, Inc.–Class A(a)		358,325		5,597,037
FOOD & STAPLES RETAILING–0.5%
SUPERVALU, Inc.		215,300		2,333,852
FOOD PRODUCTS–3.4%
Bunge Ltd.		60,400		2,971,076
Dean Foods Co.(a)		414,400		4,173,008
Smithfield Foods, Inc.(a)		303,500		4,522,150
Tyson Foods, Inc.–Class A		200,400		3,284,556
				14,950,790
TOBACCO–0.7%
Universal Corp.		72,250		2,866,880
				25,748,559
Total Common Stocks (cost $440,127,477)				427,955,773
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.7%
TIME DEPOSIT–2.7%
State Street Time Deposit 0.01%, 7/01/10 (cost $11,797,000)	$	11,797		11,797,000
TOTAL INVESTMENTS–101.5% (cost $451,924,477)				439,752,773
Other assets less liabilities–(1.5)%				(6,318,297	)
NET ASSETS–100.0%			$	433,434,476

(a) Non-income producing security.

Glossary:

ADR—American Depository Receipt

REIT—Real Estate Investment Trust

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $451,924,477)	$	439,752,773
Cash		65
Receivable for investment securities sold		975,703
Dividends and interest receivable		323,225
Receivable for capital stock sold		301,771
Total assets		441,353,537
LIABILITIES
Payable for investment securities purchased		6,725,930
Payable for capital stock redeemed		652,303
Advisory fee payable		290,265
Distribution fee payable		65,463
Administrative fee payable		21,561
Transfer Agent fee payable		160
Accrued expenses		163,379
Total liabilities		7,919,061
NET ASSETS	$	433,434,476
COMPOSITION OF NET ASSETS
Capital stock, at par	$	33,176
Additional paid-in capital		491,791,563
Undistributed net investment income		208,127
Accumulated net realized loss on investment transactions		(46,426,686	)
Net unrealized depreciation on investments		(12,171,704	)
	$	433,434,476

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	138,726,129	10,591,624	$	13.10
B	$	294,708,347	22,584,327	$	13.05

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends	$	2,516,059
Interest		849
		2,516,908
EXPENSES
Advisory fee (see Note B)		1,719,414
Distribution fee—Class B		383,653
Transfer agency—Class A		1,134
Transfer agency—Class B		2,275
Printing		71,981
Custodian		56,110
Administrative		37,660
Audit		18,100
Legal		16,024
Directors’ fees		1,848
Miscellaneous		4,845
Total expenses		2,313,044
Net investment income		203,864
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		22,941,700
Net change in unrealized appreciation/depreciation of investments		(39,388,979	)
Net loss on investment transactions		(16,447,279	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(16,243,415	)

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, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	203,864		$	1,681,790
Net realized gain (loss) on investment transactions		22,941,700			(40,940,353	)
Net change in unrealized appreciation/depreciation of investments		(39,388,979	)		158,134,663
Net increase (decrease) in net assets from operations		(16,243,415	)		118,876,100
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(697,881	)		(1,145,821	)
Class B		(881,228	)		(1,833,370	)
Net realized gain on investment transactions
Class A		–0	–		(4,471,498	)
Class B		–0	–		(9,670,520	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		52,331,356			(5,783,835	)
Total increase		34,508,832			95,971,056
NET ASSETS
Beginning of period		398,925,644			302,954,588
End of period (including undistributed net investment income of $208,127 and $1,583,372, respectively)	$	433,434,476		$	398,925,644

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

427,955,773

$

–0

–

$

–0

–

$

427,955,773

Short-Term Investments

–0

–

11,797,000

–0

–

11,797,000

Total Investments in Securities

427,955,773

11,797,000

–0

–

439,752,773

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

427,955,773

$

11,797,000

$

–0

–

$

439,752,773

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

10

AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. This waiver extends through May 1, 2011 and may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2010, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $37,660.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $312,068, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	165,318,808		$	113,732,240
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	$	37,908,026
Gross unrealized depreciation		(50,079,730	)
Net unrealized depreciation	$	(12,171,704	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium

12

AllianceBernstein Variable Products Series Fund

received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	2,076,518		2,288,686		$	31,110,350		$	24,816,225
Shares issued in reinvestment of dividends and distributions	44,622		528,938			697,881			5,617,319
Shares redeemed	(1,544,106	)	(2,882,308	)		(22,291,136	)		(29,363,402	)
Net increase (decrease)	577,034		(64,684	)	$	9,517,095		$	1,070,142
Class B
Shares sold	4,938,175		4,320,379		$	73,608,112		$	46,039,668
Shares issued in reinvestment of dividends and distributions	56,525		1,086,297			881,228			11,503,890
Shares redeemed	(2,223,720	)	(6,161,732	)		(31,675,079	)		(64,397,535	)
Net increase (decrease)	2,770,980		(755,056	)	$	42,814,261		$	(6,853,977	)

NOTE F : Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. As such, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G : Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H : Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009		2008
Distributions paid from:
Ordinary income	$	3,067,524	$	9,900,980
Long-term capital gains		14,053,685		31,359,292
Total taxable distributions		17,121,209		41,260,272
Total distributions paid	$	17,121,209	$	41,260,272

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,568,490
Accumulated capital and other losses		(67,504,121	)(a)
Unrealized appreciation/(depreciation)		25,353,010	(b)
Total accumulated earnings/(deficit)	$	(40,582,621	)(c)

(a) On December 31, 2009, the Portfolio had a capital loss carryforward for federal income tax purposes of $67,504,121 which expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

(c) The difference between book-basis and tax-basis components of accumulated earnings/(deficit) is attributable to deferred income from an underlying security.

NOTE I : Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

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AllianceBernstein Variable Products Series Fund

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J : Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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SMALL/MID CAP VALUE PORTFOLIO

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$13.41		$9.92		$17.11		$18.08		$17.06		$16.84
Income From Investment Operations
Net investment income (a)	.02		.08		.13		.11		.20		.09	(b)
Net realized and unrealized gain (loss) on investment transactions	(.27	)	4.01		(5.63	)	.36		2.14		1.02
Net increase (decrease) in net asset value from operations	(.25	)	4.09		(5.50	)	.47		2.34		1.11
Less: Dividends and Distributions
Dividends from net investment income	(.06	)	(.12	)	(.11	)	(.17	)	(.08	)	(.13	)
Distributions from net realized gain on investment transactions	–0–		(.48	)	(1.58	)	(1.27	)	(1.24	)	(.76	)
Total dividends and distributions	(.06	)	(.60	)	(1.69	)	(1.44	)	(1.32	)	(.89	)
Net asset value, end of period	$13.10		$13.41		$9.92		$17.11		$18.08		$17.06
Total Return
Total investment return based on net asset value (c)	(1.92	)%	42.86	%	(35.58	)%	1.71	%	14.42	%	6.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$138,726		$134,291		$99,957		$146,350		$159,804		$134,235
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.84	%(d)(e)	.87	%	.86	%	.83	%	.86	%(e)	.87	%
Expenses, before waivers/reimbursements	.84	%(d)(e)	.87	%	.86	%	.83	%	.86	%(e)	.87	%
Net investment income	.26	%(d)(e)	.70	%	.95	%	.59	%	1.15	%(e)	.53	%(b)
Portfolio turnover rate	26	%	58	%	49	%	32	%	46	%	33	%

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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$13.36		$9.87		$17.03		$18.00		$16.99		$16.79
Income From Investment Operations
Net investment income (a)	.00	(f)	.05		.10		.07		.16		.05	(b)
Net realized and unrealized gain (loss) on investment transactions	(.27	)	4.01		(5.61	)	.37		2.13		1.01
Net increase (decrease) in net asset value from operations	(.27	)	4.06		(5.51	)	.44		2.29		1.06
Less: Dividends and Distributions
Dividends from net investment income	(.04	)	(.09	)	(.07	)	(.14	)	(.04	)	(.10	)
Distributions from net realized gain on investment transactions	–0	–	(.48	)	(1.58	)	(1.27	)	(1.24	)	(.76	)
Total dividends and distributions	(.04	)	(.57	)	(1.65	)	(1.41	)	(1.28	)	(.86	)
Net asset value, end of period	$13.05		$13.36		$9.87		$17.03		$18.00		$16.99
Total Return
Total investment return based on net asset value (c)	(2.08	)%	42.66	%	(35.75	)%	1.53	%	14.20	%	6.63	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$294,708		$264,635		$202,997		$294,664		$251,412		$186,415
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	1.09	%(d)(e)	1.12	%	1.11	%	1.08	%	1.11	%(e)	1.12	%
Expenses, before waivers/reimbursements	1.09	%(d)(e)	1.12	%	1.11	%	1.08	%	1.11	%(e)	1.12	%
Net investment income	.00	%(d)(e)(g)	.42	%	.72	%	.35	%	.91	%(e)	.29	%(b)
Portfolio turnover rate	26	%	58	%	49	%	32	%	46	%	33	%

(a) Based on average shares outstanding.

(b) Net of expenses reimbursed or waived by the Adviser.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Amount is less than $.005.

(g) Amount is less than .005%.

See notes to financial statements.

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SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) at a meeting held on May 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

18

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3- and 5-year periods ended January 31, 2010 and (in the case of comparisons with the indices) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods and in the 2nd quintile of the Performance Group and the Performance Universe for the 5-year period, and that the Portfolio outperformed both indices in all periods reviewed. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper

19

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	476.4	Small/Mid Cap Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $82,401 (0.03% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 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 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Funds, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

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SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20%	0.87%	December 31
	Class B    1.45%	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 and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory

4 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

22

AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small/Mid Cap Value Portfolio	$	476.4	Small & Mid Cap Value Schedule	0.592	0.750
			95 bp on 1st $25m
			75 bp on next $25m
			65 bp on next $50m
			55 bp on the balance
			Minimum account size $25m

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 Fund⁶. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Small Mid/Cap Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Small/Mid Cap Value Portfolio	Small/Mid Cap Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	0.750	0.750

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Small/Mid Cap Value Portfolio	Client #1	0.50% on 1st $250 million	0.476	0.750
		0.45% on the balance
	Client #2	0.95% on 1st $25 million	0.592	0.750
		0.75% on next $25 million
		0.65% on next $50 million
		0.55% on the balance
	Client #3	0.613% on 1st $150 million	0.532	0.750
		0.495% on the balance

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser.

While it appears that certain sub-advisory relationships are paying a lower fee than the Portfolio, its is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the Portfolio and sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than it would be willing to managed investment company assets.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ 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 Senior Officer and the Adviser, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.

Portfolio	Contractual Management Fee10	Lipper Exp. Group Median (%)	Rank
Small/Mid Cap Value Portfolio11	0.750	0.815	3/14

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹² A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹³

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009,

7 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 14.

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.

11 The Portfolio’s EG includes the Portfolio, twelve other VIP Small-Cap Value funds (“SCVE”) and one VIP Small-Cap Core funds (“SCCE”).

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.

24

AllianceBernstein Variable Products Series Fund

when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁴

Portfolio	Expense Ratio (%)15	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Small/Mid Cap Value Portfolio16	0.868	0.903	6/14	0.884	8/17

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 from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $546,617 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, 2009, the Adviser determined that it made payment in the amount of $299,714 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁷

14 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

15 Most recently completed fiscal year end Class A total expense ratio.

16 The Portfolio’s EU includes the Portfolio, EG and all other VIP SCVE and SCCE funds, excluding outliers.

17 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2009.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones v. Harris at 14.

21 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

26

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, and 5 year performance rankings of the Portfolio²² relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended January 31, 2010.²⁴

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	57.31	44.10	44.17	1/14	2/24
3 year	-3.75	-6.69	-7.13	2/14	3/20
5 year	2.85	2.13	2.10	4/10	5/15

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²⁵ versus its benchmark.²⁶ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁷

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Small/Mid Cap Value Portfolio	57.31	-3.75	2.85	8.07	21.97	0.11	5
Russell 2500 Value Index	40.69	-8.48	0.95	6.23	20.29	0.01	5
Russell 2500 Index	42.74	-6.76	1.58	4.65	N/A	N/A	5
Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 2, 2010

22 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.

23 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.

24 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 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

26 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

27 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 Value Portfolio

June 30, 2010

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The first line of each classes’ table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The second line of each classes’ table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Value Portfolio	Beginning Account Value January 1, 2010		Ending Account Value June 30, 2010		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	927.22	$	3.30	0.69	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.37	$	3.46	0.69	%
Class B
Actual	$	1,000	$	925.64	$	4.49	0.94	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.13	$	4.71	0.94	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT  OF NET ASSETS
Procter & Gamble Co. (The)	$	6,909,696	3.8	%
Bank of America Corp.		6,890,415	3.8
Wells Fargo & Co.		6,238,720	3.4
Pfizer, Inc.		5,799,542	3.2
JPMorgan Chase & Co.		5,425,602	3.0
Johnson & Johnson		5,321,306	2.9
AT&T, Inc.		5,140,375	2.8
Chevron Corp.		4,695,912	2.6
Time Warner Cable, Inc.—Class A		3,978,912	2.2
Goldman Sachs Group, Inc. (The)		3,924,973	2.1
	$	54,325,453	29.8	%

SECTOR DIVERSIFICATION

June 30, 2010 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT  OF TOTAL INVESTMENTS
Financials	$	41,913,825	22.3	%
Consumer Discretionary		32,303,587	17.2
Energy		25,941,149	13.8
Consumer Staples		22,852,947	12.1
Health Care		17,466,682	9.3
Industrials		11,869,392	6.3
Information Technology		11,574,991	6.1
Telecommunication Services		9,000,537	4.8
Materials		3,588,456	1.9
Utilities		2,887,246	1.5
Short-Term Investments		8,938,000	4.7
Total Investments	$	188,336,812	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 & Poor’s. The fund components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the fund’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.5%
FINANCIALS–23.0%
CAPITAL MARKETS–3.8%
Ameriprise Financial, Inc.	20,500	$	740,665
Goldman Sachs Group, Inc. (The)	29,900		3,924,973
Morgan Stanley	94,700		2,197,987
			6,863,625
COMMERCIAL BANKS–5.9%
BB&T Corp.	67,100		1,765,401
Comerica, Inc.	29,500		1,086,485
Fifth Third Bancorp	137,300		1,687,417
Wells Fargo & Co.	243,700		6,238,720
			10,778,023
CONSUMER FINANCE–0.8%
Capital One Financial Corp.	37,300		1,503,190
DIVERSIFIED FINANCIAL SERVICES–7.5%
Bank of America Corp.	479,500		6,890,415
Citigroup, Inc.(a)	365,900		1,375,784
JPMorgan Chase & Co.	148,200		5,425,602
			13,691,801
INSURANCE–5.0%
ACE Ltd.	16,400		844,272
Allstate Corp. (The)	37,300		1,071,629
Berkshire Hathaway, Inc.(a)	23,700		1,888,653
Chubb Corp.	15,500		775,155
Principal Financial Group, Inc.	41,700		977,448
Travelers Cos., Inc. (The)	49,400		2,432,950
XL Group PLC	67,900		1,087,079
			9,077,186
			41,913,825
CONSUMER DISCRETIONARY–17.7%
AUTO COMPONENTS–0.8%
Lear Corp.(a)	13,600		900,320
TRW Automotive Holdings Corp.(a)	19,600		540,372
			1,440,692
AUTOMOBILES–0.7%
Ford Motor Co.(a)	132,100		1,331,568
HOTELS, RESTAURANTS & LEISURE–0.4%
Royal Caribbean Cruises Ltd.(a)	36,200		824,274
HOUSEHOLD DURABLES–3.0%
DR Horton, Inc.	74,100		728,403
Fortune Brands, Inc.	10,300		403,554
Garmin Ltd.	63,200		1,844,176
NVR, Inc.(a)	2,400		1,572,072
Pulte Group, Inc.(a)	103,900		860,292
			5,408,497

Company	Shares	U.S. $ Value
MEDIA–8.9%
Cablevision Systems Corp.	48,600	$	1,166,886
CBS Corp.–Class B	112,800		1,458,504
Comcast Corp.–Class A	152,800		2,654,136
DIRECTV(a)	48,500		1,645,120
News Corp.–Class A	192,200		2,298,712
Time Warner Cable, Inc.–Class A	76,400		3,978,912
Time Warner, Inc.	104,600		3,023,986
			16,226,256
SPECIALTY RETAIL–3.0%
Foot Locker, Inc.	40,400		509,848
Gap, Inc. (The)	90,200		1,755,292
Office Depot, Inc.(a)	180,800		730,432
Ross Stores, Inc.	27,200		1,449,488
TJX Cos., Inc.	22,200		931,290
			5,376,350
TEXTILES, APPAREL & LUXURY GOODS–0.9%
Jones Apparel Group, Inc.	107,000		1,695,950
			32,303,587
ENERGY–14.2%
ENERGY EQUIPMENT & SERVICES–2.0%
Ensco PLC (Sponsored ADR)	58,000		2,278,240
Rowan Cos., Inc.(a)	46,300		1,015,822
Transocean Ltd.(a)	10,300		477,199
			3,771,261
OIL, GAS & CONSUMABLE FUELS–12.2%
Apache Corp.	11,100		934,509
Chevron Corp.	69,200		4,695,912
Cimarex Energy Co.	24,800		1,775,184
ConocoPhillips	58,200		2,857,038
Devon Energy Corp.	48,700		2,966,804
Exxon Mobil Corp.	7,500		428,025
Forest Oil Corp.(a)	50,600		1,384,416
Marathon Oil Corp.	58,700		1,824,983
Newfield Exploration Co.(a)	27,900		1,363,194
Nexen, Inc. (New York)	69,700		1,370,999
Occidental Petroleum Corp.	5,200		401,180
Total SA (Sponsored ADR)	5,300		236,592
Valero Energy Corp.	107,400		1,931,052
			22,169,888
			25,941,149
CONSUMER STAPLES–12.6%
BEVERAGES–0.6%
Constellation Brands, Inc.–Class A(a)	71,500		1,116,830
FOOD & STAPLES RETAILING–1.3%
Safeway, Inc.	80,400		1,580,664
SUPERVALU, Inc.	67,000		726,280
			2,306,944

3

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
FOOD PRODUCTS–4.6%
Archer-Daniels-Midland Co.	39,850	$	1,028,927
Bunge Ltd.	21,900		1,077,261
Kraft Foods, Inc.–Class A	65,900		1,845,200
Sara Lee Corp.	153,500		2,164,350
Smithfield Foods, Inc.(a)	91,200		1,358,880
Tyson Foods, Inc.–Class A	49,700		814,583
			8,289,201
HOUSEHOLD PRODUCTS–3.8%
Procter & Gamble Co. (The)	115,200		6,909,696
TOBACCO–2.3%
Altria Group, Inc.	108,100		2,166,324
Reynolds American, Inc.	39,600		2,063,952
			4,230,276
			22,852,947
HEALTH CARE–9.6%
BIOTECHNOLOGY–0.8%
Gilead Sciences, Inc.(a)	42,100		1,443,188
HEALTH CARE PROVIDERS & SERVICES–0.7%
Community Health Systems, Inc.(a)	39,900		1,349,019
PHARMACEUTICALS–8.1%
AstraZeneca PLC (Sponsored ADR)	24,500		1,154,685
Johnson & Johnson	90,100		5,321,306
Merck & Co., Inc.	68,600		2,398,942
Pfizer, Inc.	406,700		5,799,542
			14,674,475
			17,466,682
INDUSTRIALS–6.5%
AEROSPACE & DEFENSE–1.2%
Northrop Grumman Corp.	28,400		1,546,096
Raytheon Co.	12,000		580,680
			2,126,776
AIRLINES–0.8%
Delta Air Lines, Inc.(a)	126,800		1,489,900
ELECTRICAL EQUIPMENT–0.4%
Cooper Industries PLC	18,000		792,000
INDUSTRIAL CONGLOMERATES–2.0%
General Electric Co.	215,300		3,104,626
Textron, Inc.	37,300		632,981
			3,737,607
MACHINERY–2.0%
Ingersoll-Rand PLC	88,700		3,059,263
SPX Corp.	10,600		559,786
			3,619,049
ROAD & RAIL–0.1%
Hertz Global Holdings, Inc.(a)	11,000		104,060
			11,869,392

Company		Shares	U.S. $ Value
INFORMATION TECHNOLOGY–6.4%
COMMUNICATIONS EQUIPMENT–1.8%
Motorola, Inc.(a)		383,100	$	2,497,812
Nokia Oyj (Sponsored ADR)–Class A		97,100		791,365
				3,289,177
COMPUTERS & PERIPHERALS–2.0%
Dell, Inc.(a)		90,800		1,095,048
Hewlett-Packard Co.		40,500		1,752,840
Seagate Technology(a)		61,800		805,872
				3,653,760
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.2%
Tyco Electronics Ltd.		81,900		2,078,622
Vishay Intertechnology, Inc.(a)		5,500		42,570
				2,121,192
INTERNET SOFTWARE & SERVICES–0.3%
AOL, Inc.(a)		25,700		534,303
SOFTWARE–1.1%
Microsoft Corp.	��	85,900		1,976,559
				11,574,991
TELECOMMUNICATION SERVICES–4.9%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.9%
AT&T, Inc.		212,500		5,140,375
Verizon Communications, Inc.		8,900		249,378
				5,389,753
WIRELESS TELECOMMUNICATION SERVICES–2.0%
Sprint Nextel Corp.(a)		485,000		2,056,400
Vodafone Group PLC (Sponsored ADR)		75,200		1,554,384
				3,610,784
				9,000,537
MATERIALS–2.0%
CHEMICALS–0.2%
Huntsman Corp.		43,400		376,278
METALS & MINING–1.8%
Freeport-McMoRan Copper & Gold, Inc.		29,400		1,738,422
Reliance Steel & Aluminum Co.		18,000		650,700
Steel Dynamics, Inc.		62,400		823,056
				3,212,178
				3,588,456

4

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
UTILITIES–1.6%
ELECTRIC UTILITIES–0.9%
American Electric Power Co., Inc.	18,900	$	610,470
Pinnacle West Capital Corp.	26,600		967,176
			1,577,646
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.6%
Constellation Energy Group, Inc.	32,200		1,038,450
MULTI-UTILITIES–0.1%
NiSource, Inc.	18,700		271,150
			2,887,246
Total Common Stocks (cost $184,136,721)			179,398,812

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–4.9%
TIME DEPOSIT–4.9%
State Street Time Deposit 0.01%, 7/01/10 (cost $8,938,000)	$	8,938	$	8,938,000
TOTAL INVESTMENTS–103.4% (cost $193,074,721)				188,336,812
Other assets less liabilities–(3.4)%				(6,262,688	)
NET ASSETS–100.0%			$	182,074,124

(a) Non-income producing security.

Glossary:

ADR—American Depository Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $193,074,721)	$	188,336,812
Cash		707
Receivable for investment securities sold		939,442
Dividends and interest receivable		294,379
Receivable for capital stock sold		171,428
Other assets		70
Total assets		189,742,838
LIABILITIES
Payable for investment securities purchased		7,368,802
Advisory fee payable		88,041
Payable for capital stock redeemed		63,807
Distribution fee payable		39,698
Administrative fee payable		19,448
Transfer Agent fee payable		158
Accrued expenses		88,760
Total liabilities		7,668,714
NET ASSETS	$	182,074,124
COMPOSITION OF NET ASSETS
Capital stock, at par	$	22,489
Additional paid-in capital		284,219,198
Undistributed net investment income		1,206,910
Accumulated net realized loss on investment and foreign currency transactions		(98,636,542	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(4,737,931	)
	$	182,074,124

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	1,464,018	179,439	$	8.16
B	$	180,610,106	22,309,723	$	8.10

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $11,799)	$	2,254,704
Interest		205
		2,254,909
EXPENSES
Advisory fee (see Note B)		576,421
Distribution fee—Class B		259,998
Transfer agency—Class A		17
Transfer agency—Class B		2,247
Custodian		42,018
Administrative		39,820
Printing		25,893
Audit		18,100
Legal		16,108
Directors’ fees		1,992
Miscellaneous		2,484
Total expenses		985,098
Net investment income		1,269,811
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(1,694,142	)
Foreign currency transactions		124
Net change in unrealized appreciation/depreciation of:
Investments		(13,481,049	)
Foreign currency denominated assets and liabilities		(67	)
Net loss on investment and foreign currency transactions		(15,175,134	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(13,905,323	)

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,269,811		$	3,632,795
Net realized loss on investment and foreign currency transactions		(1,694,018	)		(66,021,212	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(13,481,116	)		101,244,336
Net increase (decrease) in net assets from operations		(13,905,323	)		38,855,919
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(31,891	)		(49,401	)
Class B		(3,592,985	)		(6,182,378	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(15,816,827	)		(15,773,366	)
Total increase (decrease)		(33,347,026	)		16,850,774
NET ASSETS
Beginning of period		215,421,150			198,570,376
End of period (including undistributed net investment income of $1,206,910 and $3,561,975, respectively)	$	182,074,124		$	215,421,150

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2010:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

179,398,812

$

–0

–

$

–0

–

$

179,398,812

Short-Term Investments

–0

–

8,938,000

–0

–

8,938,000

Total Investments in Securities

179,398,812

8,938,000

–0

–

188,336,812

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

179,398,812

$

8,938,000

$

–0

–

$

188,336,812

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

10

AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2010, there was no such reimbursement.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2010, such fee amounted to $39,820.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2010 amounted to $140,491, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2010.

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.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2010 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	77,372,474		$	92,164,297
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	12,747,001
Gross unrealized depreciation		(17,484,910	)
Net unrealized depreciation	$	(4,737,909	)

1. Derivative Financial Instruments

The Portfolio may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The Portfolio may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, the Portfolio may purchase and write (sell) put and call options on U.S. and foreign securities and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options 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

12

AllianceBernstein Variable Products Series Fund

received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2010, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2010.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES				AMOUNT
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31, 2009		Six Months Ended June 30, 2010 (unaudited)			Year Ended December 31, 2009
Class A
Shares sold	26,729		28,509		$	239,360		$	213,867
Shares issued in reinvestment of dividends	3,375		6,552			31,891			49,401
Shares redeemed	(28,341	)	(51,699	)		(251,072	)		(399,358	)
Net increase (decrease)	1,763		(16,638	)	$	20,179		$	(136,090	)
Class B
Shares sold	199,126		2,330,509		$	1,804,471		$	16,830,821
Shares issued in reinvestment of dividends	383,047		826,521			3,592,985			6,182,378
Shares redeemed	(2,310,113	)	(5,072,303	)		(21,234,462	)		(38,650,475	)
Net decrease	(1,727,940	)	(1,915,273	)	$	(15,837,006	)	$	(15,637,276	)

NOTE F : Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may invest in derivatives such as forwards, options, futures and swaps. These investments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments.

13

VALUE 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. As such, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2010.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2010 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2009 and December 31, 2008 were as follows:

	2009			2008
Distributions paid from:
Ordinary income	$	6,231,779		$	10,155,739
Long-term capital gains		–0	–		11,474,397
Total distributions paid	$	6,231,779		$	21,630,136

As of December 31, 2009, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,561,975
Accumulated capital and other losses		(95,591,437	)(a)
Unrealized appreciation/(depreciation)		7,392,098	(b)
Total accumulated earnings/(deficit)	$	(84,637,364	)

(a) On December 31, 2009, the Portfolio had a net capital loss carryforward for federal income tax purposes of $95,445,615 of which $14,448,964 expires in the year 2016 and $80,996,651 expires in the year 2017. To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed. Net capital and foreign currency losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. For the year ended December 31, 2009, the Portfolio defers post-October capital losses of $145,822 to January 1, 2010.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

NOTE I: Legal Proceedings

On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.

Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical fac-

14

AllianceBernstein Variable Products Series Fund

tual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement has been documented by a stipulation of settlement, which has been approved by the court. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$8.97		$7.67		$13.92		$15.08		$12.94		$12.63
Income From Investment Operations
Net investment income (a)	.07		.16		.27		.32		.26		.22	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.70	)	1.41		(5.62	)	(.85	)	2.42		.49
Net increase (decrease) in net asset value from operations	(.63	)	1.57		(5.35	)	(.53	)	2.68		.71
Less: Dividends and Distributions
Dividends from net investment income	(.18	)	(.27	)	(.28	)	(.21	)	(.16	)	(.18	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.62	)	(.42	)	(.38	)	(.22	)
Total dividends and distributions	(.18	)	(.27	)	(.90	)	(.63	)	(.54	)	(.40	)
Net asset value, end of period	$8.16		$8.97		$7.67		$13.92		$15.08		$12.94
Total Return
Total investment return based on net asset value (c)	(7.28	)%*	21.12	%*	(40.83	)%*	(3.95	)%	21.32	%	5.74	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$1,464		$1,594		$1,490		$3,305,460		$1,043,677		$290,673
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.69	%(d)(e)	.70	%	.67	%	.65	%	.69	%(e)	.73	%
Expenses, before waivers/reimbursements	.69	%(d)(e)	.70	%	.67	%	.65	%	.69	%(e)	.74	%
Net investment income	1.46	%(d)(e)	2.09	%	2.46	%	2.17	%	1.89	%(e)	1.74	%(b)
Portfolio turnover rate	38	%	64	%	33	%	20	%	17	%	21	%

See footnote summary on page 18.

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, 2010 (unaudited)		Year Ended December 31,
			2009		2008		2007		2006		2005
Net asset value, beginning of period	$8.90		$7.59		$13.79		$14.95		$12.84		$12.54
Income From Investment Operations
Net investment income (a)	.05		.14		.24		.27		.22		.17	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	(.69	)	1.41		(5.58	)	(.83	)	2.40		.50
Net increase (decrease) in net asset value from operations	(.64	)	1.55		(5.34	)	(.56	)	2.62		.67
Less: Dividends and Distributions
Dividends from net investment income	(.16	)	(.24	)	(.24	)	(.18	)	(.13	)	(.15	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	(.62	)	(.42	)	(.38	)	(.22	)
Total dividends and distributions	(.16	)	(.24	)	(.86	)	(.60	)	(.51	)	(.37	)
Net asset value, end of period	$8.10		$8.90		$7.59		$13.79		$14.95		$12.84
Total Return
Total investment return based on net asset value (c)	(7.44	)%*	21.04	%*	(41.01	)%*	(4.16	)%	21.03	%	5.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$180,610		$213,827		$197,080		$329,217		$308,635		$191,583
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.94	%(d)(e)	.95	%	.92	%	.90	%	.94	%(e)	.98	%
Expenses, before waivers/reimbursements	.94	%(d)(e)	.95	%	.92	%	.90	%	.94	%(e)	.99	%
Net investment income	1.21	%(d)(e)	1.84	%	2.24	%	1.82	%	1.64	%(e)	1.38	%(b)
Portfolio turnover rate	38	%	64	%	33	%	20	%	17	%	21	%

See footnote summary on page 18.

17

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

(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 (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

 * Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2010 and years ended December 31, 2009 and December 31, 2008 by 0.01%, 0.02% and 0.02%, respectively.

See notes to financial statements.

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 4-6, 2010.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the benefits to the Adviser and its affiliates from their relationships with the Portfolio other than the fees and expense reimbursements payable under the Advisory Agreement, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares, transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser, and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2010 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3- and 5-year periods ended January 31, 2010 and (in the case of comparisons with the Index) the since inception period (July 2002 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period and in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods, and that the Portfolio outperformed the Index in the 1-year period but underperformed the Index in the 3- and 5-year and the since inception periods. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, as well as the improvement in the Portfolio’s relative performance in the 1-year period, the directors concluded that the Portfolio’s performance was acceptable. The directors determined to continue to closely monitor the Portfolio’s performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges other clients pursuing an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than certain registered investment companies with an investment style similar to that of the Portfolio that are sub-advised by the Adviser. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and

20

AllianceBernstein Variable Products Series Fund

redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 4 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors also considered presentations by an independent consultant discussing economies of scale in the mutual fund industry and for the AllianceBernstein Funds, as well as a presentation by the Adviser concerning certain of its views on economies of scale. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for establishing breakpoints that give effect to fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s breakpoint arrangements would result in a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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 a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE CAPS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/10 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	221.9	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 $77,878 (0.04% of the Portfolio’s average daily net assets) for such services.

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Directors on May 4-6, 2010.

2 Future references to the Portfolio and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 The AllianceBernstein Mutual Portfolios, which the Adviser manages, were also affected by the Adviser’s settlement with the NYAG.

22

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%	0.70%	December 31
	Class B    1.45%	0.95%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2010 net assets:⁵

Portfolio	Net Assets 03/31/10 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Value Portfolio	$221.9	Diversified Value Schedule	0.380	0.550
		65 bp on 1st $25m
		50 bp on next $25m
		40 bp on next $50m
		30 bp on next $100m
		25 bp on the balance
		Minimum account size $25m

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 Fund⁶. Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Value Fund been applicable to the Portfolio:

Portfolio	AllianceBernstein Mutual Fund (“ABMF”)	Fee Schedule	Effective ABMF Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Value Portfolio	Value Fund	0.55% on first $2.5 billion	0.550	0.550
		0.45% on next $2.5 billion
		0.40% on the balance

4 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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.

24

AllianceBernstein Variable Products Series Fund

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2010 net assets:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Value Portfolio	Client #1	0.25% on 1st $500 million 0.20% on the balance	0.250		0.550
	Client  #27 ,8	0.49% on 1st $100 million 0.30% on next $100 million 0.25% on the balance	0.381		0.550
	Client #38	0.23% on 1st $300 million 0.20% on the balance	0.230		0.550
	Client #48	0.23% on 1st $300 million 0.20% on the balance	0.230		0.550
	Client #5	0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% thereafter +/- Performance Fee9	0.150	10	0.550

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Funds by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

While it appears that certain sub-advisory relationships are paying a lower fee than the Portfolio, its is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the Portfolio and sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than it would be willing to managed investment company assets.

7 The client is an affiliate of the Adviser.

8 Assets are aggregated with other similar accounts managed by the client for purposes of calculating the investment advisory fee.

9 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark over a cumulative 36-month period. The performance adjustment factor can range from -50% to +50% of the base fee.

10 This calculation excludes the performance fee.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹² at the approximate current asset level of the Portfolio.¹³

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee14	Lipper Exp. Group Median (%)	Rank
Value Portfolio	0.550	0.748	1/16

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁵ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.¹⁶

Portfolio	Expense Ratio (%)17	Lipper Exp. Group Median(%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Value Portfolio	0.703	0.800	1/16	0.800	10/34

Based on this analysis, the Portfolio has equally favorable rankings on a management fee basis and a total expense ratio basis.

11 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 14.

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 small 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.

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 would not reflect any advisory fee waivers or expense reimbursements related to expense caps that would effectively reduce the actual management fee.

15 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

16 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

17 Most recently completed fiscal year end Class A total expense ratio.

26

AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2009, relative to 2008.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2009, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $489,588 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, 2009, the Adviser determined that it made payments in the amount of $358,073 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,250 from the Portfolio.¹⁸

The Portfolio may affect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

18 The Portfolio (which includes the Portfolio and other series of the Portfolio) paid ABIS a flat fee of $18,000 in 2009.

27

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁹ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli²⁰ study on advisory fees and various fund characteristics.²¹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²² The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

19 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

20 The Deli study was originally published in 2002 based on 1997 data.

21 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones v. Harris at 14.

22 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

28

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings of the Portfolio²³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁴ for the periods ended January 31, 2010.²⁵

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	32.62	33.16	31.18	7/16	27/51
3 year	-12.71	-9.24	-9.12	15/16	38/46
5 year	-2.63	-0.27	0.10	14/15	36/43

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmark.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁸

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
					Volatility (%)	Sharpe (%)
Value Portfolio	32.62	-12.71	-2.63	4.24	18.03	-0.22	5
Russell 1000 Value Index	31.44	-10.20	-0.46	6.18	17.15	-0.11	5
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 2, 2010

23 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by the Adviser. Lipper maintains its own database that includes the Portfolio’s performance returns. Rounding differences may cause the Adviser’s Portfolio returns to be one or two basis points different from Lipper’s own Portfolio returns. To maintain consistency, the performance returns of the Portfolio, as reported by the Adviser, are provided instead of Lipper.

24 The Portfolio’s PG 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 PG/PU is somewhat different from that of an EG/EU.

25 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

26 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

27 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

28 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

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/    ROBERT M. KEITH
	Robert M. Keith President

Date: August 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/    ROBERT M. KEITH
	Robert M. Keith President

Date: August 12, 2010

By:	/s/    JOSEPH J. MANTINEO
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 12, 2010