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

AllianceBernstein 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, 2009

Date of reporting period: December 31, 2009

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

December 31, 2009

Annual Report

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	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to maximize total return consistent with AllianceBernstein L.P.’s (the “Adviser’s”) determination of reasonable risk. The Portfolio invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek a moderate tilt toward equity returns but also want the risk diversification offered by debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. The Portfolio targets a weighting of 60% equity securities and 40% debt securities with a goal of providing moderate upside potential without excessive volatility. In managing the Portfolio, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile. Investments in real estate investment trusts, or REITs, are deemed to be 50% equity and 50% fixed-income for purposes of the overall target blend of the Portfolio.

The Portfolio’s equity component is diversified between growth and value equity investment styles, and between US and non-US markets. The Adviser’s targeted blend for the non-REIT portion of the Portfolio’s equity component is an equal weighting of growth and value stocks. The Adviser will also allow the relative weightings of the growth and value subcomponents to vary in response to markets, but ordinarily only by +/- 5% of the Portfolio. Beyond those ranges, the Adviser will generally rebalance the Portfolio’s equity component toward the targeted blend. However, under extraordinary circumstances, when the Adviser believes that conditions favoring one investment style are compelling, the range may expand to 10% of the Portfolio. In addition to blending growth and value styles, the Adviser blends each style-based portion of the Portfolio’s equity component across US and non-US issuers and various capitalization ranges. Within each of the value and growth portions of the Portfolio, the Adviser normally targets a blend of approximately 70% in equities of US companies and the remaining 30% in equities of companies outside the United States. The Adviser will also allow the relative weightings of these geographical subcomponents to vary in response to markets, but ordinarily only by +/- 5% of the Portfolio. Beyond those ranges, the Adviser will generally rebalance the Portfolio toward the targeted blend. However, under extraordinary circumstances, when the Adviser believes that conditions favoring US or non-US issuers are compelling, the range may expand to 10% of the Portfolio.

The Portfolio’s debt securities will primarily be investment-grade debt securities (including cash and money market instruments), but may also include preferred stock and, when the Adviser believes that conditions favoring them are compelling, lower-rated securities (“junk bonds”). The Portfolio will not invest more than 25% of its net assets in securities rated at the time of purchase below investment grade, which are, securities rated BB or lower by Standard & Poor’s (S&P) or Ba or lower by Moody’s, or in unrated securities deemed to be of comparable quality at the time of purchase by the Adviser.

The Portfolio may invest in convertible securities, enter into repurchase agreements and forward commitments, and make short sales of securities or maintain a short position, but only if at all times when a short position is open not more than 33% of its net assets is held as collateral for such short sales. The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swap agreements.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its balanced benchmark, a 60% / 40% blend of the S&P 500 Stock Index and the Barclays Capital US Aggregate Bond Index, for the one- and five-year periods ended December 31, 2009 and since the Portfolio’s inception on July 1, 2004.

The Portfolio outperformed its benchmark for the annual reporting period ended December 31, 2009. All underlying components had positive absolute performance for the annual reporting period with the international value and REIT components posting the highest absolute returns. In addition, all underlying components outperformed their benchmarks, with the exception of US growth, which underperformed its style benchmark for the annual reporting period.

The Portfolio’s premium was driven mostly by the international value and intermediate duration bond components. Strong security selection within the technology, consumer discretionary and financial sectors drove relative returns in the international value component. Meanwhile, the intermediate duration bond component benefited from its overweight position in corporate bonds and commercial mortgage-backed securities (CMBS).

1

AllianceBernstein Variable Products Series Fund

MARKET REVIEW AND INVESTMENT STRATEGY

Stocks have surged from March 2009 lows, as the global economy regained its footing and investors began looking toward future profits. The S&P 500 Stock Index rose 26.46% in 2009 and has now climbed some 68% above its March low. Nongovernment debt also outperformed government bonds as spreads narrowed further. The global economic recovery broadened in late 2009 as evidence emerged that the US and the euro area had returned to positive growth, and much of Asia posted near double-digit gains in the third quarter.

The Portfolio’s growth component increased its exposure to cyclically sensitive stocks in 2009 as the economic recovery improved their prospects. At the same time, the focus remained on finding firms with sound growth fundamentals. In the fourth quarter, health care exposure was increased after having been sharply reduced earlier in the year. The growth opportunity continues to be compelling as the premium that growth stocks typically have versus the broad market remains at depressed levels.

The Portfolio’s value component includes significant exposure to many attractively valued, cyclically sensitive firms. The focus is to exploit changes in the competitive dynamics of many industries and many firms’ efforts to improve operations to restore profitability. Despite narrowing valuation spreads over the past year, the value opportunity remains above average and widespread across sectors.

The Portfolio’s bond component maintains an overweight in investment-grade corporates and a more modest overweight in CMBS. The focus is to seek opportunities to strategically reduce the component’s CMBS overweight. The yield advantage of corporates over Treasuries remains attractive despite the recent narrowing.

As always, the Portfolio remains focused on its long-term strategy: combining low correlation asset classes, blending growth and value investment styles, globalizing its holdings and ensuring the Portfolio is aligned with the its strategic asset allocation targets over time through a disciplined rebalancing process.

2

BALANCED WEALTH STRATEGY PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Standard & Poor’s (S&P) 500 Stock Index and the unmanaged Barclays Capital US Aggregate Bond Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Stock Index includes 500 US stocks and is a common measure of the performance of the overall US stock market. The Barclays Capital US Aggregate Bond Index covers the US investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

The Portfolio allocates its investments among multiple asset classes which will include US and foreign securities, as well as equity and fixed-income securities. Price fluctuations in the underlying Portfolio securities may be caused by changes in the general level of interest rates or changes in bond credit quality ratings. Please note, as interest rates rise, existing bond prices fall and can cause the value of an investment to decline. Changes in interest rates have a greater effect on bonds with longer maturities than on those with shorter maturities. Investment in the Portfolio is not guaranteed because of fluctuation in the net asset value of the underlying fixed-income related investments. High yield bonds, otherwise known as “junk bonds”, involve a greater risk of default and price volatility than other bonds. Investing in below investment-grade securities presents special risks, including credit risk. Within each of these, the Portfolio will also allocate its investments in different types of securities, such as growth and value stocks, real estate investment trusts, and corporate and US government bonds. International investing involves risks not associated with US investments, including currency fluctuations and political and economic changes. The Portfolio may at times use certain types of investment derivatives such as options, futures, forwards and swaps. The Portfolio systematically rebalances its allocations in these asset classes to maintain its target weightings. There can be no assurance that rebalancing will achieve its intended result, and the costs of rebalancing may be significant over time. The use of derivatives involves specific risks and is not suitable for all investors. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

3

BALANCED WEALTH STRATEGY PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	Since Inception*
AllianceBernstein Balanced Wealth Strategy Portfolio Class A**	24.88%	2.43%	3.45%
AllianceBernstein Balanced Wealth Strategy Portfolio Class B**	24.45%	2.16%	3.17%
60% S&P 500 Stock Index / 40% Barclays Capital US Aggregate Bond Index	18.40%	2.54%	3.48%
S&P 500 Stock Index	26.46%	0.42%	1.85%
Barclays Capital US Aggregate Bond Index	5.93%	4.97%	5.23%
*    Since inception of the Portfolio’s Class A and Class B shares on 7/1/04.
**  Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the annual period ended December 31, 2009 by 0.06%

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.78% and 1.02% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

7/1/04* – 12/31/09

* Since inception of the Portfolio’s Class A shares on 7/1/04.

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Balanced Wealth Strategy Portfolio Class A shares (from 7/1/04* to 12/31/09) as compared to the performance of the Portfolio’s balanced benchmark (60% S&P 500 Stock Index / 40% Barclays Capital US Aggregate Bond Index), as well as the individual components of the balanced benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

4

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,189.73	$	3.92	0.71	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.63	$	3.62	0.71	%
Class B
Actual	$	1,000	$	1,188.77	$	5.30	0.96	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.37	$	4.89	0.96	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	49,675,360	9.3	%
Federal National Mortgage Association (Preferred Stocks and Bonds)		22,679,944	4.3
JPMorgan Chase & Co. (Common Stock and Bonds)		11,543,369	2.2
The Goldman Sachs Group, Inc. (Common Stock and Bonds)		9,399,838	1.8
Google Inc.–Class A		6,999,574	1.3
Apple, Inc.		6,865,602	1.3
Federal Home Loan Mortgage Corp. (Preferred Stock and Bonds)		5,687,780	1.1
Alcon, Inc.		4,895,329	0.9
AT&T, Inc. (Common Stock and Bonds)		4,359,809	0.8
Intel Corp.		4,241,160	0.8
	$	126,347,765	23.8	%

SECURITY TYPE BREAKDOWN

December 31, 2009 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	341,107,434	63.3	%
Corporates—Investment Grades		57,391,353	10.6
Governments—Treasuries		51,920,767	9.6
Mortgage Pass-Thru’s		27,765,739	5.2
Commercial Mortgage-Backed Securities		15,192,546	2.8
Agencies		9,961,510	1.8
Corporates—Non-Investment Grades		6,192,525	1.1
Asset-Backed Securities		2,830,201	0.5
Governments—Sovereign Bonds		2,559,607	0.5
Governments—Sovereign Agencies		2,039,956	0.4
Inflation-Linked Securities		1,848,473	0.3
Quasi-Sovereigns		885,938	0.2
Short-Term Investments		17,526,000	3.3
Other**		2,053,951	0.4
Total Investments	$	539,276,000	100.0	%

* Long-term investments.

** “Other” represents less than 0.2% weightings in the following security types: Preferred Stocks, CMO’s, Warrants, Emerging Markets-Corporate Bonds, and Rights.

6

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–64.1%
FINANCIALS–20.5%
CAPITAL MARKETS–3.4%
Ameriprise Financial, Inc.	23,800	$	923,916
The Blackstone Group LP	133,475		1,751,192
Credit Suisse Group AG	24,247		1,201,228
Credit Suisse Group AG (Sponsored ADR)	11,600		570,256
Deutsche Bank AG	8,500		601,035
Franklin Resources, Inc.	16,045		1,690,341
The Goldman Sachs Group, Inc.	47,789		8,068,695
Julius Baer Group Ltd.	17,515		615,975
Macquarie Group Ltd.	20,600		882,634
Man Group PLC	100,833		497,647
Morgan Stanley	41,000		1,213,600
			18,016,519
COMMERCIAL BANKS–3.1%
Australia & New Zealand Banking Group Ltd.	24,435		497,948
Banco do Brasil SA	25,500		435,009
Banco Santander Central Hispano SA	125,636		2,076,093
Barclays PLC	70,100		308,893
BB&T Corp.	31,600		801,692
BNP Paribas SA	10,560		837,599
Credit Agricole SA	36,962		648,678
Danske Bank A/S(a)	16,200		363,680
Hana Financial Group, Inc.(a)	5,300		149,801
HSBC Holdings PLC	79,053		901,864
Industrial & Commercial Bank of China Ltd.–Class H	566,000		466,137
KB Financial Group, Inc.(a)	10,345		526,770
National Australia Bank Ltd.	20,300		495,403
National Bank of Canada	5,100		293,755
Societe Generale–Class A	11,029		766,294
Standard Bank Group Ltd.	1,700		23,350
Standard Chartered PLC	58,159		1,468,278
Sumitomo Mitsui Financial Group, Inc.	11,900		341,475
Turkiye Garanti Bankasi AS	80,400		342,497
Turkiye Vakiflar Bankasi Tao–Class D(a)	61,400		176,140
U.S. Bancorp	62,400		1,404,624
UniCredito Italiano SpA(a)	173,300		579,473
United Overseas Bank Ltd.	27,000		375,833
Wells Fargo & Co.	89,000		2,402,110
			16,683,396
CONSUMER FINANCE–0.1%
ORIX Corp.	5,540		377,187
DIVERSIFIED FINANCIAL SERVICES–2.7%
Bank of America Corp.	228,800		3,445,728
Citigroup, Inc.	187,900		621,949
CME Group, Inc.–Class A	4,600		1,545,370

Company	Shares	U.S. $ Value
Hong Kong Exchanges and Clearing Ltd.	35,500	$	631,630
JP Morgan Chase & Co.	196,117		8,172,195
			14,416,872
INSURANCE–1.5%
ACE Ltd.	9,500		478,800
Allianz SE	5,700		706,572
Allstate Corp.	17,300		519,692
Aviva PLC	30,754		195,631
Chubb Corp.	6,400		314,752
Everest Re Group Ltd.	1,900		162,792
Industrial Alliance Insurance and Financial Services, Inc.	700		21,552
MetLife, Inc.	24,300		859,005
Muenchener Rueckversicherungs AG (MunichRe)	2,700		420,551
Old Mutual PLC(a)	176,800		309,612
PartnerRe Ltd.	3,600		268,776
Principal Financial Group, Inc.	15,300		367,812
QBE Insurance Group Ltd.	23,624		539,108
Sun Life Financial, Inc.	5,200		150,404
The Travelers Co., Inc.	23,600		1,176,696
Unum Group	26,700		521,184
XL Capital Ltd.–Class A	42,000		769,860
			7,782,799
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.5%
Alexandria Real Estate Equities, Inc.	4,525		290,912
Allied Properties Real Estate Investment Trust	16,000		295,874
Ascendas Real Estate Investment Trust	492,000		772,340
BioMed Realty Trust, Inc.	28,100		443,418
Brandywine Realty Trust	48,650		554,610
British Land Co. PLC	83,136		640,179
Camden Property Trust	6,300		266,931
Canadian Real Estate Investment Trust	4,900		127,062
Canadian Real Estate Investment Trust (Toronto)	16,170		419,305
CapitaMall Trust	222,940		284,554
CBL & Associates Properties, Inc.	42,250		408,558
Chartwell Seniors Housing Real Estate Investment Trust	43,700		293,743
Cominar Real Estate Investment Trust	19,929		368,720
Corio NV	4,200		286,145
Corporate Office Properties Trust	14,800		542,124
DiamondRock Hospitality Co.	31,700		268,499
Digital Realty Trust, Inc.	16,300		819,564
Duke Realty Corp.	44,500		541,565
DuPont Fabros Technology, Inc.	15,700		282,443
Education Realty Trust, Inc.	26,300		127,292

7

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

Company	Shares	U.S. $ Value
Entertainment Properties Trust	11,450	$	403,842
Equity Residential	11,500		388,470
Essex Property Trust, Inc.	5,100		426,615
Extra Space Storage, Inc.	23,400		270,270
Federal Realty Investment Trust	4,200		284,424
Fonciere Des Regions	3,100		316,985
General Property Group	1,285,100		690,565
Government Properties Income Trust	11,450		263,121
Great Portland Estates PLC	55,300		255,974
H&R Real Estate Investment Trust	20,500		302,840
HCP, Inc.	12,950		395,493
Health Care REIT, Inc.	11,500		509,680
Home Properties, Inc.	8,888		424,047
Host Hotels & Resorts, Inc.(a)	24,230		282,764
ING Office Fund	639,300		363,394
InnVest Real Estate Investment Trust	57,500		292,489
Japan Real Estate Investment Corp.–Class A	35		258,013
Kenedix Realty Investment Corp.–Class A	27		73,923
Klepierre	36,962		1,497,525
Land Securities Group PLC	44,852		493,668
LaSalle Hotel Properties	13,400		284,482
The Link REIT	50,000		127,071
Mack-Cali Realty Corp.	15,500		535,835
Macquarie CountryWide Trust	123,911		64,308
Mercialys SA	6,324		222,611
Mid-America Apartment Communities, Inc.	8,850		427,278
Morguard Real Estate Investment Trust	23,300		290,958
National Retail Properties, Inc.	10,597		224,868
Nationwide Health Properties, Inc.	15,300		538,254
Nomura Real Estate Office Fund, Inc.–Class A	68		369,826
Omega Healthcare Investors, Inc.	12,500		243,125
Orix JREIT, Inc.–Class A	55		274,599
Primaris Retail Real Estate Investment Trust	34,683		535,243
ProLogis	55,125		754,661
Public Storage	7,600		619,020
Rayonier, Inc.	9,500		400,520
RioCan Real Estate Investment Trust (New York)(b)	1,400		26,572
RioCan Real Estate Investment Trust (Toronto)	20,787		394,533
Simon Property Group, Inc.	31,315		2,498,937
Societe Immobiliere de Location pour l’Industrie et le Commerce	800		97,551
Starwood Property Trust, Inc.	15,000		283,350
Stockland	219,280		772,571

Company	Shares	U.S. $ Value
Sunstone Hotel Investors, Inc.(a)	60,413	$	536,467
Tanger Factory Outlet Centers	6,600		257,334
UDR, Inc.	31,700		521,148
Unibail-Rodamco SE	14,978		3,290,367
Ventas, Inc.	16,200		708,588
Vornado Realty Trust	7,247		506,855
Weingarten Realty Investors	24,100		476,939
Wereldhave NV	3,800		362,959
Westfield Group	177,949		1,991,589
			34,866,359
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.2%
Agile Property Holdings Ltd.	374,000		543,853
BR Malls Participacoes SA(a)	22,150		273,535
Brookfield Properties Corp. (New York)	23,525		285,123
CB Richard Ellis Group, Inc.–Class A(a)	23,800		322,966
Citycon Oyj	10,642		44,553
GAGFAH SA	26,800		243,595
Henderson Land Development Co. Ltd.	87,000		652,354
Hongkong Land Holdings Ltd.	194,000		955,466
Jones Lang LaSalle, Inc.	4,700		283,880
Kerry Properties Ltd.	126,131		637,973
Lend Lease Corp. Ltd.	117,503		1,084,665
Mitsubishi Estate Co. Ltd.	34,000		542,839
Mitsui Fudosan Co. Ltd.	150,100		2,537,924
Multiplan Empreendimentos Imobiliarios SA	56,287		1,049,117
New World Development Co. Ltd.	667,051		1,359,051
NTT Urban Development Corp.	439		293,049
Savills PLC	68,100		350,657
Sino-Ocean Land Holdings Ltd.	395,500		363,646
Sumitomo Realty & Development	50,000		943,875
Sun Hung Kai Properties Ltd.	186,700		2,776,064
Swire Pacific Ltd.	22,500		272,969
Wing Tai Holdings Ltd.	439,000		567,280
Yanlord Land Group Ltd.	487,000		744,704
			17,129,138
			109,272,270
INFORMATION TECHNOLOGY–9.4%
COMMUNICATIONS EQUIPMENT–1.4%
Cisco Systems, Inc.(a)	71,950		1,722,483
JDS Uniphase Corp.(a)	33,000		272,250
Motorola, Inc.(a)	139,285		1,080,851
Nokia OYJ	48,100		621,933
QUALCOMM, Inc.	75,800		3,506,508
			7,204,025

8

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMPUTERS & PERIPHERALS–3.0%
Apple, Inc.(a)	32,560	$	6,865,602
Compal Electronics, Inc.	56,843		78,517
Dell, Inc.(a)	64,700		929,092
EMC Corp.(a)	132,300		2,311,281
Hewlett-Packard Co.	71,900		3,703,569
Seagate Technology	32,800		596,632
Toshiba Corp.(a)	180,000		998,802
Western Digital Corp.(a)	11,500		507,725
			15,991,220
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.8%
AU Optronics Corp.	182,310		218,407
Corning, Inc.	53,300		1,029,223
Hitachi High-Technologies Corp.	4,000		79,361
HON HAI Precision Industry Co. Ltd.	75,000		350,749
HON HAI Precision Industry Co. Ltd. (GDR)(b)	24,400		231,643
Kyocera Corp.	2,000		176,141
LG Display Co. Ltd.(a)	9,900		334,723
Murata Manufacturing Co. Ltd.	5,800		289,462
Nippon Electric Glass Co. Ltd.	46,000		633,138
Tyco Electronics Ltd.	40,400		991,820
			4,334,667
INTERNET SOFTWARE & SERVICES–1.5%
AOL, Inc.(a)	5,084		118,356
Google, Inc.–Class A(a)	11,290		6,999,574
Telecity Group PLC(a)	49,400		304,497
Tencent Holdings Ltd.	16,400		355,116
			7,777,543
IT SERVICES–0.1%
Computer Sciences Corp.(a)	12,200		701,866
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.0%
ASML Holding NV	19,300		658,937
Broadcom Corp.–Class A(a)	27,100		852,295
Hynix Semiconductor, Inc.(a)	25,100		499,144
Intel Corp.	207,900		4,241,160
KLA-Tencor Corp.	31,700		1,146,272
Lam Research Corp.(a)	9,800		384,258
Micron Technology, Inc.(a)	111,900		1,181,664
Samsung Electronics (Preference Shares)	200		90,149
Samsung Electronics Co. Ltd.	1,040		713,159
Taiwan Semiconductor Manufacturing Co. Ltd.	119,684		241,220
Teradyne, Inc.(a)	48,500		520,405
			10,528,663

Company	Shares	U.S. $ Value
SOFTWARE–0.6%
Microsoft Corp.	76,800	$	2,341,632
Symantec Corp.(a)	59,500		1,064,455
			3,406,087
			49,944,071
ENERGY–6.3%
ENERGY EQUIPMENT & SERVICES–1.5%
Cameron International Corp.(a)	34,450		1,440,010
Ensco International PLC (Sponsored ADR)	13,200		527,208
National Oilwell Varco, Inc.	6,300		277,767
Rowan Cos, Inc.(a)	12,000		271,680
Saipem SpA	26,900		928,331
Schlumberger Ltd.	59,430		3,868,299
Tenaris SA	36,448		785,488
			8,098,783
OIL, GAS & CONSUMABLE FUELS–4.8%
Apache Corp.	5,200		536,484
BG Group PLC	53,535		966,644
BP PLC	108,200		1,044,799
Chevron Corp.	24,000		1,847,760
China Coal Energy Co.–Class H	133,000		240,660
Cimarex Energy Co.	17,900		948,163
ConocoPhillips	58,400		2,982,488
Devon Energy Corp.	24,400		1,793,400
ENI SpA	20,300		516,956
Exxon Mobil Corp.	45,900		3,129,921
Forest Oil Corp.(a)	28,300		629,675
KazMunaiGas Exploration Production (GDR)	7,350		183,015
LUKOIL (OTC US) (Sponsored ADR)	10,650		610,245
Nexen, Inc.	9,132		220,212
Occidental Petroleum Corp.	41,200		3,351,620
OGX Petroleo e Gas Participacoes SA	30,600		300,551
PetroChina Co. Ltd.–Class H	176,000		209,237
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	42,600		1,283,623
StatoilHydro ASA	19,479		485,799
Suncor Energy, Inc. (New York)	34,500		1,218,195
Suncor Energy, Inc. (Toronto)	38,836		1,381,735
Tullow Oil PLC	20,934		439,205
Valero Energy Corp.	57,200		958,100
			25,278,487
			33,377,270
CONSUMER DISCRETIONARY–6.2%
AUTO COMPONENTS–0.4%
Johnson Controls, Inc.	57,900		1,577,196
TRW Automotive Holdings Corp.(a)	15,000		358,200
			1,935,396

9

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

Company	Shares	U.S. $ Value
AUTOMOBILES–0.7%
Bayerische Motoren Werke AG	5,400	$	245,820
Ford Motor Co.(a)	116,700		1,167,000
Honda Motor Co. Ltd.	22,000		746,431
Nissan Motor Co. Ltd.(a)	70,900		623,063
Suzuki Motor Corp.	17,700		435,898
Volkswagen AG	6,100		575,395
			3,793,607
DISTRIBUTORS–0.0%
Li & Fung Ltd.	68,000		279,834
HOTELS, RESTAURANTS & LEISURE–0.6%
Carnival Corp.(a)	8,900		282,041
Carnival PLC(a)	20,524		699,216
Hyatt Hotels Corp.(a)	15,770		470,104
Mitchells & Butlers PLC(a)	94,400		376,377
Royal Caribbean Cruises Ltd.(a)	4,000		101,120
TABCORP Holdings Ltd.	31,300		194,196
Thomas Cook Group PLC	43,000		158,850
TUI Travel PLC	28,600		117,212
Whitebread PLC	18,900		428,872
Wyndham Worldwide Corp.	17,900		361,043
			3,189,031
HOUSEHOLD DURABLES–0.8%
DR Horton, Inc.	28,900		314,143
Fortune Brands, Inc.	3,000		129,600
MRV Engenharia e Participacoes SA	75,300		609,839
NVR, Inc.(a)	1,750		1,243,743
Pulte Homes, Inc.(a)	53,500		535,000
Sharp Corp.	26,000		328,335
Sony Corp.	9,600		279,089
Whirlpool Corp.	8,000		645,280
			4,085,029
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.	6,300		60,184
MEDIA–1.9%
British Sky Broadcasting Group PLC	29,690		268,185
CBS Corp.–Class B	69,300		973,665
Comcast Corp.–Class A	62,700		1,057,122
Lagardere SCA	2,900		117,408
News Corp.–Class A	158,500		2,169,865
SES SA (FDR)	19,845		447,054
Time Warner Cable, Inc.–Class A	33,300		1,378,287
Time Warner, Inc.	55,933		1,629,888
Viacom, Inc.–Class B(a)	35,300		1,049,469
Vivendi SA	12,410		368,326
The Walt Disney Co.	11,377		366,908
WPP PLC	43,800		428,377
			10,254,554
MULTILINE RETAIL–1.1%
JC Penney Co., Inc.	18,700		497,607
Kohl’s Corp.(a)	42,640		2,299,575

Company	Shares	U.S. $ Value
Macy’s, Inc.	27,800	$	465,928
Marks & Spencer Group PLC	33,300		215,150
Next PLC	10,605		354,590
Target Corp.	41,360		2,000,583
			5,833,433
SPECIALTY RETAIL–0.7%
Esprit Holdings Ltd.	16,100		106,818
Foot Locker, Inc.	13,700		152,618
Home Depot, Inc.	30,500		882,365
Limited Brands, Inc.	35,400		681,096
Lowe’s Cos, Inc.	48,400		1,132,076
Office Depot, Inc.(a)	83,900		541,155
			3,496,128
TEXTILES, APPAREL & LUXURY GOODS–0.0%
Jones Apparel Group, Inc.	12,600		202,356
Yue Yuen Industrial Holdings Ltd.	9,000		26,173
			228,529
			33,155,725
HEALTH CARE–6.1%
BIOTECHNOLOGY–1.0%
Celgene Corp.(a)	21,300		1,185,984
Gilead Sciences, Inc.(a)	78,450		3,395,316
Vertex Pharmaceuticals, Inc.(a)	15,300		655,605
			5,236,905
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Alcon, Inc.	29,786		4,895,329
Baxter International, Inc.	19,700		1,155,996
Covidien PLC	18,400		881,176
Hospira, Inc.(a)	2,300		117,300
			7,049,801
HEALTH CARE PROVIDERS & SERVICES–0.4%
Aetna, Inc.	30,200		957,340
Celesio AG	3,800		96,217
Fresenius Medical Care AG & Co. KGaA	4,000		212,188
Medco Health Solutions, Inc.(a)	9,250		591,168
UnitedHealth Group, Inc.	13,000		396,240
			2,253,153
PHARMACEUTICALS–3.4%
AstraZeneca PLC	18,400		864,750
Bayer AG	17,622		1,410,175
GlaxoSmithKline PLC	42,663		904,708
Johnson & Johnson	7,700		495,957
Merck & Co., Inc.	88,708		3,241,390
Novartis AG	12,954		707,408
Novo Nordisk A/S–Class B	9,678		617,859
Pfizer, Inc.	185,900		3,381,521
Roche Holding AG	6,838		1,169,386
Sanofi-Aventis SA	24,092		1,894,663

10

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	57,573	$	3,234,451
			17,922,268
			32,462,127
INDUSTRIALS–5.1%
AEROSPACE & DEFENSE–0.6%
BAE Systems PLC	106,580		616,852
Bombardier, Inc.–Class B	32,400		148,702
Goodrich Corp.	6,000		385,500
Northrop Grumman Corp.	19,100		1,066,735
Raytheon Co.	10,100		520,352
Rolls-Royce Group PLC	54,700		425,973
			3,164,114
AIR FREIGHT & LOGISTICS–0.3%
Deutsche Post AG	24,880		480,851
FedEx Corp.	7,300		609,185
United Parcel Service, Inc.– Class B	7,900		453,223
			1,543,259
AIRLINES–0.1%
British Airways PLC(a)	95,500		287,230
Qantas Airways Ltd.	65,664		175,198
			462,428
BUILDING PRODUCTS–0.1%
Cie de Saint-Gobain	5,700		309,204
Masco Corp.	21,800		301,058
			610,262
COMMERCIAL SERVICES & SUPPLIES–0.0%
Rentokil Initial PLC(a)	97,600		181,703
CONSTRUCTION & ENGINEERING–0.0%
Quanta Services, Inc.(a)	10,300		214,652
ELECTRICAL EQUIPMENT–0.8%
ABB Ltd.	23,200		447,048
Cooper Industries Ltd.–Class A	48,700		2,076,568
Furukawa Electric Co. Ltd.	5,000		20,882
Gamesa Corp. Tecnologica SA	17,110		288,258
Thomas & Betts Corp.(a)	14,900		533,271
Vestas Wind Systems A/S(a)	5,995		364,992
Vestas Wind Systems A/S (ADR)(a)	31,800		645,540
			4,376,559
INDUSTRIAL CONGLOMERATES–0.9%
Bidvest Group Ltd.	15,756		274,681
General Electric Co.	202,900		3,069,877
Siemens AG	9,050		830,527
Textron, Inc.	17,300		325,413
			4,500,498

Company	Shares	U.S. $ Value
MACHINERY–1.5%
Atlas Copco AB–Class A	20,354	$	299,201
Caterpillar, Inc.	10,200		581,298
Danaher Corp.	28,400		2,135,680
Dover Corp.	5,800		241,338
Illinois Tool Works, Inc.	59,100		2,836,209
Ingersoll-Rand PLC	19,300		689,782
NGK Insulators Ltd.	17,000		371,780
SPX Corp.	4,300		235,210
Terex Corp.(a)	17,300		342,713
Vallourec	748		135,327
Volvo AB–Class B	18,100		155,244
			8,023,782
MARINE–0.0%
Mitsui OSK Lines Ltd.	11,000		58,109
PROFESSIONAL SERVICES–0.2%
Adecco SA	7,800		430,287
Randstad Holding NV(a)	11,200		557,282
			987,569
ROAD & RAIL–0.1%
East Japan Railway Co.	3,400		215,155
Hertz Global Holdings, Inc.(a)	32,100		382,632
			597,787
TRADING COMPANIES & DISTRIBUTORS–0.5%
Mitsubishi Corp.	47,500		1,183,157
Mitsui & Co. Ltd.	63,500		900,818
Travis Perkins PLC(a)	7,300		99,975
Wolseley PLC(a)	17,500		350,295
			2,534,245
TRANSPORTATION INFRASTRUCTURE–0.0%
Macquarie Infrastructure Group	69,600		82,896
			27,337,863
CONSUMER STAPLES–3.8%
BEVERAGES–0.8%
Anheuser-Busch InBev NV	21,984		1,138,049
Anheuser-Busch InBev NV (ADR)(a)	10,100		525,503
Carlsberg A/S–Class B	300		22,084
Coca-Cola Enterprises, Inc.	27,000		572,400
Constellation Brands, Inc.–Class A(a)	28,300		450,819
Pepsico, Inc.	27,350		1,662,880
			4,371,735
FOOD & STAPLES RETAILING–1.0%
Aeon Co. Ltd.	35,600		288,952
Casino Guichard Perrachon SA	3,100		276,195
Costco Wholesale Corp.	34,150		2,020,655
Koninklijke Ahold NV	26,060		345,261
Metro AG	5,000		305,364

11

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

Company	Shares	U.S. $ Value
Supervalu, Inc.	47,500	$	603,725
Tesco PLC	141,817		978,366
Wal-Mart Stores, Inc.	13,450		718,903
			5,537,421
FOOD PRODUCTS–1.2%
Archer-Daniels-Midland Co.	27,700		867,287
Associated British Foods PLC	9,300		123,294
Bunge Ltd.	12,300		785,109
ConAgra Foods, Inc.	10,400		239,720
Dean Foods Co.(a)	26,200		472,648
Kraft Foods, Inc.–Class A	25,800		701,244
Nestle SA	22,896		1,111,225
Sara Lee Corp.	12,700		154,686
Smithfield Foods, Inc.(a)	37,400		568,106
Tyson Foods, Inc.–Class A	44,500		546,015
Unilever NV	26,800		872,254
			6,441,588
HOUSEHOLD PRODUCTS–0.3%
Kimberly-Clark Corp.	4,300		273,953
Procter & Gamble Co.	18,300		1,109,529
			1,383,482
PERSONAL PRODUCTS–0.1%
L’Oreal SA	3,724		415,918
TOBACCO–0.4%
Altria Group, Inc.	36,700		720,421
British American Tobacco PLC	28,088		911,831
Reynolds American, Inc.	10,000		529,700
			2,161,952
			20,312,096
MATERIALS–3.3%
CHEMICALS–1.0%
Air Products & Chemicals, Inc.	26,370		2,137,552
BASF SE	5,500		340,399
E.I. Du Pont de Nemours & Co.	41,000		1,380,470
Huntsman Corp.	18,000		203,220
Israel Chemicals Ltd.	26,300		345,348
Koninklijke Dsm NV	2,700		132,660
Syngenta AG	2,092		590,797
			5,130,446
CONSTRUCTION MATERIALS–0.0%
CRH PLC (London)	10,400		284,268
CONTAINERS & PACKAGING–0.1%
Sonoco Products Co.	9,900		289,575
METALS & MINING–2.2%
AK Steel Holding Corp.	31,000		661,850
Anglo American PLC(a)	9,900		428,745
ArcelorMittal (Euronext Amsterdam)	19,460		889,444
ArcelorMittal (New York)	25,500		1,166,625
BHP Billiton Ltd.	6,400		244,907
BHP Billiton PLC	27,056		862,546

Company	Shares	U.S. $ Value
Freeport-McMoRan Copper & Gold, Inc.(a)	22,280	$	1,788,861
Impala Platinum Holdings Ltd.	5,000		136,671
JFE Holdings, Inc.	10,000		395,288
MMC Norilsk Nickel (ADR)(a)	21,150		303,503
Rio Tinto PLC	28,398		1,533,402
Steel Dynamics, Inc.	33,500		593,620
Vale SA (Sponsored ADR)–Class B	54,100		1,570,523
Xstrata PLC(a)	64,280		1,146,504
			11,722,489
			17,426,778
TELECOMMUNICATION SERVICES–2.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.8%
AT&T, Inc.	145,000		4,064,350
Bezeq Israeli Telecommunication Corp. Ltd.	113,500		286,166
BT Group PLC	96,870		210,967
Deutsche Telekom AG	30,300		444,496
France Telecom SA	19,100		477,276
Nippon Telegraph & Telephone Corp.	9,600		379,229
Telecom Corp. of New Zealand Ltd.	84,385		152,188
Telecom Italia SpA (ordinary shares)	217,300		338,976
Telecom Italia SpA (savings shares)	148,800		165,270
Telefonica SA	58,943		1,649,759
TELUS Corp.–Class A	4,100		128,388
Verizon Communications, Inc.	32,000		1,060,160
			9,357,225
WIRELESS TELECOMMUNICATION SERVICES–0.6%
Crown Castle International Corp.(a)	7,000		273,280
KDDI Corp.	49		259,539
Softbank Corp.	14,800		346,952
Sprint Nextel Corp.(a)	336,100		1,230,126
Vodafone Group PLC	467,953		1,083,645
			3,193,542
			12,550,767
UTILITIES–1.0%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.	15,000		521,850
E.ON AG	16,426		689,466
Edison International	17,600		612,128
Electricite de France	7,900		469,523
Enel SpA	40,600		235,049
Entergy Corp.	900		73,656
Pepco Holdings, Inc.	32,400		545,940

12

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Pinnacle West Capital Corp.		5,700	$	208,506
The Tokyo Electric Power Co., Inc.		8,300		208,317
				3,564,435
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.0%
RRI Energy, Inc.(a)		37,200		212,784
MULTI-UTILITIES–0.3%
Ameren Corp.		4,100		114,595
Centrica PLC		77,585		351,425
CMS Energy Corp.		11,900		186,354
NiSource, Inc.		39,400		605,972
RWE AG		2,400		232,902
				1,491,248
				5,268,467
Total Common Stocks (cost $283,543,181)				341,107,434
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–10.8%
INDUSTRIAL–5.7%
BASIC–0.7%
Alcoa, Inc. 6.75%, 7/15/18	$	145		147,910
ArcelorMittal 6.125%, 6/01/18		330		340,506
ArcelorMittal USA, Inc. 6.50%, 4/15/14		105		112,066
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		203		231,357
The Dow Chemical Co. 7.375%, 11/01/29		15		16,378
7.60%, 5/15/14		195		221,889
8.55%, 5/15/19		549		655,037
Eastman Chemical 5.50%, 11/15/19		95		94,703
EI Du Pont de Nemours & Co. 5.875%, 1/15/14		176		194,416
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		160		174,400
8.375%, 4/01/17		185		202,575
Inco Ltd. 7.75%, 5/15/12		80		88,022
International Paper Co. 5.30%, 4/01/15		219		225,768
7.50%, 8/15/21		150		168,071
7.95%, 6/15/18		190		219,148
Packaging Corp. of America 5.75%, 8/01/13		30		32,151
PPG Industries, Inc. 5.75%, 3/15/13		250		266,922

Company	Principal Amount (000)		U.S. $ Value
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18	$	345	$	378,976
				3,770,295
CAPITAL GOODS–0.4%
Boeing Co. 6.00%, 3/15/19		295		320,123
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(b)		40		41,636
John Deere Capital Corp. 5.25%, 10/01/12		300		323,981
Lafarge SA 6.15%, 7/15/11		172		179,238
Owens Corning, Inc. 6.50%, 12/01/16		178		182,285
Republic Services, Inc. 5.25%, 11/15/21(b)		165		162,232
5.50%, 9/15/19(b)		233		236,600
Tyco International Finance SA 6.00%, 11/15/13		200		219,077
8.50%, 1/15/19		140		169,085
United Technologies Corp. 4.875%, 5/01/15		181		194,285
Vulcan Materials Co. 5.60%, 11/30/12		90		95,720
				2,124,262
COMMUNICATIONS– MEDIA–0.7%
BSKYB Finance UK PLC 5.625%, 10/15/15(b)		175		191,002
CBS Corp. 8.875%, 5/15/19		330		394,787
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		180		231,506
Comcast Corp. 5.30%, 1/15/14		230		245,478
5.50%, 3/15/11		275		287,780
DirecTV Holdings LLC / DirecTV Financing Co., Inc. 4.75%, 10/01/14(b)		155		157,997
6.375%, 6/15/15		40		41,550
News America Holdings, Inc. 9.25%, 2/01/13		144		168,011
News America, Inc. 6.55%, 3/15/33		250		256,058
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		140		170,348
RR Donnelley & Sons Co. 4.95%, 4/01/14		25		25,007
5.50%, 5/15/15		120		116,186
11.25%, 2/01/19		190		237,113
Time Warner Cable, Inc. 7.50%, 4/01/14		145		167,066
Time Warner Entertainment Co. 8.375%, 3/15/23		311		368,408
WPP Finance UK 5.875%, 6/15/14		150		154,906
8.00%, 9/15/14		350		398,041
				3,611,244

13

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

Company	Principal Amount (000)		U.S. $ Value
COMMUNICATIONS– TELECOMMUNICATIONS–1.0%
AT&T Corp. 7.30%, 11/15/11(c)	$	125	$	137,634
8.00%, 11/15/31(c)		15		18,308
BellSouth Corp. 5.20%, 9/15/14		94		100,673
British Telecommunications PLC 5.15%, 1/15/13		720		750,806
9.125%, 12/15/10(c)		240		257,117
Embarq Corp. 7.082%, 6/01/16		658		726,812
New Cingular Wireless Services, Inc. 7.875%, 3/01/11		275		295,459
Pacific Bell Telephone Co. 6.625%, 10/15/34		230		227,895
Qwest Corp. 7.50%, 10/01/14		295		306,431
7.875%, 9/01/11		265		277,588
Telecom Italia Capital SA 4.00%, 1/15/10		440		440,339
6.00%, 9/30/34		65		61,470
6.175%, 6/18/14		305		330,587
6.375%, 11/15/33		60		59,155
Telus Corp. 8.00%, 6/01/11		46		49,800
US Cellular Corp. 6.70%, 12/15/33		250		245,862
Verizon Communications, Inc. 4.90%, 9/15/15		168		178,315
5.25%, 4/15/13		225		242,543
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		154		164,078
Vodafone Group PLC 5.50%, 6/15/11		220		232,025
7.75%, 2/15/10		85		85,649
7.875%, 2/15/30		100		119,859
				5,308,405
CONSUMER CYCLICAL– AUTOMOTIVE–0.2%
Daimler Finance North America LLC 5.75%, 9/08/11		135		141,806
7.30%, 1/15/12		166		180,465
7.75%, 1/18/11		62		65,917
Harley-Davidson Funding Corp. 5.75%, 12/15/14(b)		195		197,977
Volvo Treasury AB 5.95%, 4/01/15(b)		305		314,734
				900,899
CONSUMER CYCLICAL–ENTERTAINMENT–0.3%
Time Warner, Inc. 6.875%, 5/01/12		25		27,369
7.625%, 4/15/31		345		400,762

Company	Principal Amount (000)		U.S. $ Value
Turner Broadcasting System, Inc. 8.375%, 7/01/13	$	225	$	256,396
Viacom, Inc. 5.625%, 9/15/19		390		407,200
The Walt Disney Co. 5.50%, 3/15/19		240		257,140
				1,348,867
CONSUMER CYCLICAL–OTHER–0.1%
Marriott International, Inc. Series J 5.625%, 2/15/13		216		221,640
MDC Holdings, Inc. 5.50%, 5/15/13		140		140,658
Toll Brothers Finance Corp. 6.875%, 11/15/12		11		11,521
				373,819
CONSUMER CYCLICAL–RETAILERS–0.0%
CVS Caremark Corp. 6.125%, 8/15/16		100		107,683
Wal-Mart Stores, Inc. 4.25%, 4/15/13		125		132,534
				240,217
CONSUMER NON-CYCLICAL–1.1%
Altria Group, Inc. 9.70%, 11/10/18		210		259,595
Avon Products, Inc. 6.50%, 3/01/19		305		340,861
Bottling Group LLC 6.95%, 3/15/14		265		304,911
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		69		68,410
5.875%, 5/15/13		180		187,366
8.50%, 6/15/19		153		174,406
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(b)		260		270,395
Campbell Soup Co. 6.75%, 2/15/11		260		276,636
The Coca-Cola Co. 5.35%, 11/15/17		280		301,622
ConAgra Foods, Inc. 7.875%, 9/15/10		3		3,141
Delhaize Group SA 5.875%, 2/01/14		105		112,771
Diageo Capital PLC 7.375%, 1/15/14		265		306,556
Fisher Scientific International, Inc. 6.125%, 7/01/15		196		202,125
Fortune Brands, Inc. 3.00%, 6/01/12		280		277,511
4.875%, 12/01/13		201		205,308
Johnson & Johnson 5.55%, 8/15/17		270		297,812

14

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Kraft Foods, Inc. 5.25%, 10/01/13	$	179	$	189,156
6.25%, 6/01/12		335		361,040
The Kroger Co. 6.80%, 12/15/18		79		87,765
Pepsico, Inc. 4.65%, 2/15/13		285		304,427
Pfizer, Inc. 5.35%, 3/15/15		295		322,407
The Procter & Gamble Co. 4.70%, 2/15/19		294		300,963
Reynolds American, Inc. 7.25%, 6/01/13		150		163,654
7.625%, 6/01/16		250		272,544
Safeway, Inc. 4.95%, 8/16/10		90		92,370
6.50%, 3/01/11		15		15,854
Whirlpool Corp. 8.60%, 5/01/14		45		50,952
Wyeth 5.50%, 2/01/14		210		228,790
				5,979,348
ENERGY–0.6%
Amerada Hess Corp. 7.875%, 10/01/29		80		95,948
Anadarko Petroleum Corp. 5.95%, 9/15/16		417		451,068
6.45%, 9/15/36		109		113,836
Apache Corp. 5.25%, 4/15/13		165		176,827
Baker Hughes, Inc. 6.50%, 11/15/13		150		169,316
Canadian Natural Resources Ltd. 5.15%, 2/01/13		100		106,430
Conoco, Inc. 6.95%, 4/15/29		66		74,814
Hess Corp. 8.125%, 2/15/19		47		56,680
Nabors Industries, Inc. 9.25%, 1/15/19		315		385,786
Noble Energy, Inc. 8.25%, 3/01/19		303		362,503
The Premcor Refining Group, Inc. 7.50%, 6/15/15		161		159,817
Valero Energy Corp. 4.75%, 6/15/13		80		81,878
6.875%, 4/15/12		290		316,646
Weatherford International Ltd. 5.15%, 3/15/13		125		130,904
9.625%, 3/01/19		285		355,310
				3,037,763
OTHER INDUSTRIAL–0.1%
Noble Group Ltd. 6.75%, 1/29/20(b)		445		456,681
SERVICES–0.0%
The Western Union Co. 5.93%, 10/01/16		90		97,085

Company	Principal Amount (000)		U.S. $ Value
TECHNOLOGY–0.4%
Cisco Systems, Inc. 5.25%, 2/22/11	$	280	$	293,812
Computer Sciences Corp. 5.50%, 3/15/13		180		190,831
Dell, Inc. 5.625%, 4/15/14		185		201,547
Electronic Data Systems Corp. Series B 6.00%, 8/01/13(c)		375		414,532
Motorola, Inc. 6.50%, 9/01/25		175		152,042
7.50%, 5/15/25		35		33,490
7.625%, 11/15/10		49		50,765
Oracle Corp. 4.95%, 4/15/13		147		157,740
5.25%, 1/15/16		390		421,146
Xerox Corp. 7.625%, 6/15/13		55		56,098
8.25%, 5/15/14		280		321,194
				2,293,197
TRANSPORTATION– AIRLINES–0.1%
Southwest Airlines Co. 5.25%, 10/01/14		307		310,951
5.75%, 12/15/16		155		153,189
				464,140
TRANSPORTATION– RAILROADS–0.0%
Canadian Pacific Railway Co. 6.50%, 5/15/18		58		62,675
CSX Corp. 5.50%, 8/01/13		35		37,595
				100,270
				30,106,492
FINANCIAL INSTITUTIONS–3.8%
BANKING–2.3%
American Express Co. 7.25%, 5/20/14		310		349,795
8.125%, 5/20/19		325		385,145
ANZ National International Ltd. 6.20%, 7/19/13(b)		335		368,661
Bank of America Corp. 4.50%, 8/01/10		260		265,439
4.875%, 1/15/13		285		296,388
7.375%, 5/15/14		340		385,803
Barclays Bank PLC 5.45%, 9/12/12		620		670,490
8.55%, 6/15/11(b)(d)		50		46,000
BBVA International Preferred SA Unipersonal 5.919%, 4/18/17(d)		130		104,650
The Bear Stearns Co., Inc. 5.55%, 1/22/17		290		290,085
5.70%, 11/15/14		190		209,063

15

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

Company	Principal Amount (000)		U.S. $ Value
Citigroup, Inc. 4.625%, 8/03/10	$	175	$	178,559
5.50%, 4/11/13		230		238,456
6.50%, 8/19/13		260		276,950
8.50%, 5/22/19		475		548,508
Compass Bank 5.50%, 4/01/20		215		198,329
Countrywide Financial Corp. 5.80%, 6/07/12		96		101,905
6.25%, 5/15/16		92		93,579
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11		59		60,256
Credit Agricole SA 8.375%, 10/13/19(b)		236		250,160
Credit Suisse USA, Inc. 5.50%, 8/15/13		120		130,363
The Goldman Sachs Group, Inc. 4.75%, 7/15/13		200		209,247
5.125%, 1/15/15		140		147,105
6.00%, 5/01/14		305		333,599
7.50%, 2/15/19		550		641,192
JP Morgan Chase & Co. 6.75%, 2/01/11		160		168,776
JPMorgan Chase Capital XXV Series Y 6.80%, 10/01/37		51		50,672
Marshall & Ilsley Bank 4.85%, 6/16/15		250		196,088
5.00%, 1/17/17		205		159,460
Merrill Lynch & Co., Inc. 6.05%, 5/16/16		245		247,204
Morgan Stanley 5.05%, 1/21/11		100		103,719
5.30%, 3/01/13		135		142,289
5.625%, 1/09/12		210		221,618
6.60%, 4/01/12		145		157,759
6.625%, 4/01/18		345		373,003
National Capital Trust II 5.486%, 3/23/15(b)(d)		91		72,670
National City Bank of Cleveland Ohio 6.25%, 3/15/11		250		261,067
North Fork Bancorporation, Inc. 5.875%, 8/15/12		100		103,764
Rabobank Nederland 11.00%, 6/30/19(b)(d)		95		115,829
Regions Financial Corp. 6.375%, 5/15/12		275		261,909
Royal Bank of Scotland Group PLC 5.00%, 10/01/14		205		181,172
SouthTrust Corp. 5.80%, 6/15/14		225		235,712
Sovereign Bancorp, Inc. 4.80%, 9/01/10		155		158,259
UBS Preferred Funding Trust I 8.622%, 10/01/10(d)		40		37,219

Company	Principal Amount (000)		U.S. $ Value
UBS Preferred Funding Trust II 7.247%, 6/26/11(d)	$	250	$	220,785
Unicredito Italiano Capital Trust II 9.20%, 10/05/10(b)(d)		330		306,900
Union Bank of California 5.95%, 5/11/16		250		248,312
Union Planters Corp. 7.75%, 3/01/11		183		181,947
Wachovia Corp. 5.50%, 5/01/13		320		339,947
Wells Fargo & Co. 4.20%, 1/15/10		85		85,074
5.625%, 12/11/17		565		587,688
				11,998,569
BROKERAGE–0.0%
Lazard Group 6.85%, 6/15/17		160		161,022
FINANCE–0.3%
General Electric Capital Corp. 4.80%, 5/01/13		315		329,260
5.625%, 5/01/18		480		491,876
Series A 4.375%, 11/21/11		25		26,037
HSBC Finance Corp. 7.00%, 5/15/12		125		135,920
International Lease Finance Corp. 5.65%, 6/01/14		28		21,161
SLM Corp. Series A 5.375%, 1/15/13–5/15/14		650		607,505
				1,611,759
INSURANCE–1.0%
Aetna, Inc. 6.00%, 6/15/16		140		146,983
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16		160		170,855
The Allstate Corp. 6.125%, 5/15/37(d)		235		204,450
Allstate Life Global Funding Trusts 5.375%, 4/30/13		155		165,459
Assurant, Inc. 5.625%, 2/15/14		135		138,418
Berkshire Hathaway Finance Corp. 4.20%, 12/15/10		115		119,057
Coventry Health Care, Inc. 5.95%, 3/15/17		90		81,610
6.125%, 1/15/15		40		38,209
6.30%, 8/15/14		275		268,978
Genworth Financial, Inc. 6.515%, 5/22/18		315		288,254
Guardian Life Insurance 7.375%, 9/30/39(b)		210		214,781

16

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Humana, Inc. 6.30%, 8/01/18	$	55	$	53,267
6.45%, 6/01/16		40		40,432
7.20%, 6/15/18		285		291,480
Liberty Mutual Group, Inc. 5.75%, 3/15/14(b)		165		162,636
Lincoln National Corp. 8.75%, 7/01/19		98		111,975
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(b)		185		226,893
MetLife, Inc. 7.717%, 2/15/19		112		131,615
10.75%, 8/01/39		140		172,400
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)		335		353,647
Principal Financial Group, Inc. 7.875%, 5/15/14		260		286,961
Prudential Financial, Inc. 5.15%, 1/15/13		205		215,656
6.20%, 1/15/15		45		48,414
8.875%, 6/15/68		170		180,200
Series D 7.375%, 6/15/19		35		39,241
UnitedHealth Group, Inc. 5.25%, 3/15/11		280		290,138
6.00%, 2/15/18		270		278,896
WellPoint, Inc. 5.25%, 1/15/16		50		50,471
5.875%, 6/15/17		40		41,210
7.00%, 2/15/19		80		89,474
XL Capital Ltd. 5.25%, 9/15/14		135		132,208
Series E 6.50%, 4/15/17(d)		245		184,975
				5,219,243
REITS–0.2%
ERP Operating LP 5.25%, 9/15/14		105		106,790
HCP, Inc. 5.95%, 9/15/11		340		350,784
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		131		126,400
8.125%, 5/01/11		225		236,369
Nationwide Health Properties, Inc. 6.50%, 7/15/11		180		187,156
Simon Property Group LP 5.00%, 3/01/12		90		93,025
5.625%, 8/15/14		179		184,360
				1,284,884
				20,275,477
UTILITY–0.9%
ELECTRIC–0.6%
Allegheny Energy Supply 5.75%, 10/15/19(b)		420		407,958

Company	Principal Amount (000)		U.S. $ Value
Ameren Corp. 8.875%, 5/15/14	$	240	$	269,574
Carolina Power & Light Co. 6.50%, 7/15/12		275		301,504
FirstEnergy Corp. Series B 6.45%, 11/15/11		13		13,939
Series C 7.375%, 11/15/31		275		298,073
FPL Group Capital, Inc. 6.35%, 10/01/66(d)		55		50,875
6.65%, 6/15/67(d)		170		158,950
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		170		185,146
Nisource Finance Corp. 6.80%, 1/15/19		330		352,918
7.875%, 11/15/10		40		41,934
Pacific Gas & Electric Co. 4.80%, 3/01/14		200		212,400
6.05%, 3/01/34		38		39,673
Progress Energy, Inc. 7.10%, 3/01/11		19		20,110
Public Service Company of Colorado Series 10 7.875%, 10/01/12		130		149,161
The Southern Co. Series A 5.30%, 1/15/12		114		122,142
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(b)		488		509,295
Union Electric Co. 6.70%, 2/01/19		45		49,682
				3,183,334
NATURAL GAS–0.3%
Duke Energy Field Services Corp. 7.875%, 8/16/10		15		15,594
Energy Transfer Partners LP 6.70%, 7/01/18		127		135,979
7.50%, 7/01/38		410		449,229
Enterprise Products Operating LLC Series G 5.60%, 10/15/14		125		133,104
Texas Eastern Transmission Corp. 7.30%, 12/01/10		160		168,242
TransCanada Pipelines Ltd. 6.35%, 5/15/67(d)		120		112,592
Williams Co., Inc. 7.125%, 9/01/11		215		229,772
7.875%, 9/01/21		214		245,462
				1,489,974
OTHER UTILITY–0.0%
Veolia Environnement 6.00%, 6/01/18		210		221,746
				4,895,054

17

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

Company	Principal Amount (000)			U.S. $ Value
NON CORPORATE SECTORS–0.4%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.4%
Gaz Capital SA 6.212%, 11/22/16(b)	$		920	$	880,900
Petrobras International Finance 5.75%, 1/20/20			680		691,755
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(b)			470		541,675
					2,114,330
Total Corporates–Investment Grades (cost $54,564,904)					57,391,353
GOVERNMENTS– TREASURIES–9.8%
TREASURIES–9.8%
CANADA–0.8%
Canadian Government Bond 3.75%, 6/01/19		CAD	4,235		4,093,881
UNITED STATES–9.0%
U.S. Treasury Bonds 3.75%, 11/15/18		$	6,836		6,835,067
4.50%, 2/15/36			6,035		5,944,475
U.S. Treasury Notes 0.875%, 5/31/11			5,590		5,596,769
1.75%, 11/15/11–1/31/14			22,405		22,372,938
2.375%, 8/31/14			7,130		7,077,637
					47,826,886
Total Governments–Treasuries (cost $51,967,943)					51,920,767
MORTGAGE PASS- THRU’S–5.2%
AGENCY FIXED RATE 30-YEAR–4.8%
Federal Home Loan Mortgage Corp. Gold Series 2005 4.50%, 8/01/35–10/01/35			1,645		1,647,407
5.50%, 1/01/35			1,696		1,784,452
Series 2007 5.50%, 7/01/35			179		188,551
Series 2008 6.50%, 5/01/35			66		71,285
Federal National Mortgage Association 6.00%, TBA			3,695		3,913,234
Series 2003 5.00%, 11/01/33			532		548,222
Series 2004 5.50%, 2/01/34–11/01/34			743		781,078
6.00%, 9/01/34–11/01/34			638		680,905
Series 2005 4.50%, 8/01/35			583		585,125

Company	Principal Amount (000)		U.S. $ Value
Series 2006 5.00%, 2/01/36	$	2,000	$	2,056,799
6.00%, 3/01/36		283		301,298
Series 2007 4.50%, 9/01/35–1/01/36		1,698		1,707,060
5.00%, 11/01/35–7/01/36		566		582,468
5.50%, 1/01/37–8/01/37		2,831		2,975,299
Series 2008 5.50%, 8/01/37		1,327		1,394,199
6.00%, 3/01/37		2,695		2,867,269
Government National Mortgage Association 5.50%, TBA		1,450		1,518,875
6.00%, TBA		775		818,836
6.50%, TBA		850		905,781
				25,328,143
AGENCY ARMS–0.4%
Federal Home Loan Mortgage Corp. Series 2008 5.619%, 11/01/37(d)		299		315,533
Federal National Mortgage Association Series 2006 5.45%, 2/01/36(d)		321		337,951
5.809%, 11/01/36(e)		85		89,083
6.177%, 3/01/36(d)		219		230,276
Series 2007 4.734%, 3/01/34(d)		490		510,356
4.985%, 8/01/37(e)		914		954,397
				2,437,596
Total Mortgage Pass-Thru’s (cost $27,038,993)				27,765,739
COMMERCIAL MORTGAGE- BACKED SECURITIES–2.8%
NON-AGENCY FIXED RATE CMBS–2.8%
Banc of America Commercial Mortgage, Inc. Series 2005-6, Class A4 5.179%, 9/10/47		315		309,356
Series 2006-5, Class A4 5.414%, 9/10/47		355		333,432
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-PW12, Class A4 5.719%, 9/11/38		250		253,859
Series 2007-PW18, Class A4 5.70%, 6/11/50		280		244,343
Citigroup Commercial Mortgage Trust Series 2004-C1, Class A4 5.37%, 4/15/40		110		110,076
Series 2008-C7, Class A4 6.299%, 12/10/49		440		395,095

18

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46	$	130	$	110,951
Series 2007-C9, Class A4 5.816%, 12/10/49		650		589,467
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 5.826%, 6/15/38		620		532,805
Series 2006-C4, Class A3 5.467%, 9/15/39		235		201,283
Series 2006-C5, Class A3 5.311%, 12/15/39		345		287,804
CS First Boston Mortgage Securities Corp. Series 2004-C1, Class A4 4.75%, 1/15/37		70		69,119
Series 2005-C1, Class A4 5.014%, 2/15/38		260		255,168
Greenwich Capital Commercial Funding Corp. Series 2005-GG3, Class A4 4.799%, 8/10/42		85		82,055
Series 2005-GG5, Class AJ 5.30%, 4/10/37		215		137,313
Series 2007-GG9, Class A2 5.381%, 3/10/39		345		349,502
Series 2007-GG9, Class A4 5.444%, 3/10/39		410		362,253
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		80		78,614
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CB11, Class A4 5.335%, 8/12/37		170		167,759
Series 2006-CB14, Class A4 5.481%, 12/12/44		315		303,412
Series 2006-CB15, Class A4 5.814%, 6/12/43		595		572,593
Series 2006-CB16, Class A4 5.552%, 5/12/45		335		318,423
Series 2006-CB17, Class A4 5.429%, 12/12/43		350		330,626
Series 2007-CB18, Class A4 6.50%, 6/12/47		445		387,669
Series 2007-LD11, Class A4 5.818%, 6/15/49		770		670,555
Series 2007-LDPX, Class A3 5.42%, 1/15/49		475		400,689
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.224%, 6/15/29		40		39,854
Series 2006-C1, Class A4 5.156%, 2/15/31		1,095		1,060,039

Company	Principal Amount (000)		U.S. $ Value
Series 2006-C3, Class A4 5.661%, 3/15/39	$	285	$	264,016
Series 2006-C4, Class A4 5.882%, 6/15/38		275		260,325
Series 2006-C6, Class A4 5.372%, 9/15/39		660		629,147
Series 2006-C7, Class A3 5.347%, 11/15/38		195		178,758
Series 2007-C1, Class A4 5.424%, 2/15/40		210		173,907
Series 2008-C1, Class A2 6.149%, 4/15/41		650		601,657
Merrill Lynch Mortgage Trust Series 2005-CKI1, Class A6 5.233%, 11/12/37		40		39,596
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 5.909%, 6/12/46		110		107,989
Series 2006-3, Class A4 5.414%, 7/12/46		480		437,512
Series 2006-4, Class AM 5.204%, 12/12/49		265		191,048
Series 2007-9, Class A4 5.70%, 9/12/49		440		373,384
Morgan Stanley Capital I Series 2004-HQ4, Class A5 4.59%, 4/14/40		190		189,059
Series 2005-HQ5, Class A4 5.168%, 1/14/15		495		487,905
Series 2006-IQ12, Class A4 5.332%, 12/15/43		780		723,803
Series 2007-IQ15, Class A4 5.88%, 6/11/49		90		80,230
Series 2007-T27, Class A4 5.649%, 6/11/42		210		202,750
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		630		570,618
Series 2007-C31, Class A4 5.509%, 4/15/47		190		152,467
Series 2007-C32, Class A3 5.74%, 6/15/49		625		510,307
				15,128,592
NON-AGENCY FLOATING RATE CMBS–0.0%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 0.675%, 3/06/20(b)(e)		75		63,954
Total Commercial Mortgage-Backed Securities (cost $16,136,274)				15,192,546
AGENCIES–1.9%
AGENCY DEBENTURES–1.9%
Citigroup Funding, Inc.–FDIC Insured 0.198%, 5/05/11(e)		2,175		2,173,662

19

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

Company	Principal Amount (000)		U.S. $ Value
Federal Home Loan Bank 5.00%, 11/17/17	$	3,655	$	3,953,683
Federal Home Loan Mortgage Corp. 5.125%, 11/17/17		1,539		1,675,565
Federal National Mortgage Association 6.25%, 5/15/29		740		846,226
6.625%, 11/15/30		1,092		1,312,374
Total Agencies (cost $9,938,644)				9,961,510
CORPORATES–NON-INVESTMENT GRADES–1.2%
INDUSTRIAL–0.7%
BASIC–0.2%
Ineos Group Holdings PLC 8.50%, 2/15/16(b)		75		50,437
Steel Capital SA for OAO Severstal 9.75%, 7/29/13(b)		100		101,380
Stora Enso Oyj 7.375%, 5/15/11		175		178,998
United States Steel Corp. 5.65%, 6/01/13		426		423,873
6.05%, 6/01/17		10		9,547
Westvaco Corp. 8.20%, 1/15/30		15		15,432
Weyerhaeuser Co. 7.375%, 3/15/32		110		104,288
				883,955
CAPITAL GOODS–0.2%
Case New Holland, Inc. 7.125%, 3/01/14		85		86,275
Hanson Australia Funding Ltd. 5.25%, 3/15/13		120		118,200
Masco Corp. 6.125%, 10/03/16		530		505,059
Mohawk Industries, Inc. 6.875%, 1/15/16(c)		245		243,775
Textron Financial Corp. 4.60%, 5/03/10		27		26,993
5.40%, 4/28/13		53		52,975
				1,033,277
COMMUNICATIONS–MEDIA–0.1%
Cablevision Systems Corp. Series B 8.00%, 4/15/12(c)		45		47,587
Clear Channel Communications, Inc. 5.50%, 9/15/14		185		121,175
CSC Holdings, Inc. 8.50%, 4/15/14(b)		110		117,150
Univision Communications, Inc. 12.00%, 7/01/14(b)		36		39,645
				325,557

Company	Principal Amount (000)		U.S. $ Value
COMMUNICATIONS– TELECOMMUNICATIONS–0.0%
Qwest Communications International, Inc. 7.50%, 2/15/14(c)	$	25	$	25,094
Series B 7.50%, 2/15/14		15		15,056
Windstream Corp. 7.875%, 11/01/17(b)		120		118,500
				158,650
CONSUMER CYCLICAL– AUTOMOTIVE–0.0%
The Goodyear Tire & Rubber Co. 9.00%, 7/01/15		160		166,400
CONSUMER CYCLICAL– OTHER–0.1%
Starwood Hotels & Resorts Worldwide, Inc. 6.25%, 2/15/13		250		257,812
7.875%, 5/01/12		212		228,695
Wyndham Worldwide Corp. 6.00%, 12/01/16		70		65,212
				551,719
CONSUMER CYCLICAL–RETAILERS–0.0%
Limited Brands, Inc. 6.90%, 7/15/17		25		24,969
CONSUMER NON- CYCLICAL–0.1%
Bausch & Lomb, Inc. 9.875%, 11/01/15		130		137,150
HCA, Inc. 7.875%, 2/15/20(b)		115		119,744
8.50%, 4/15/19(b)		35		37,712
				294,606
ENERGY–0.0%
Tesoro Corp. 6.50%, 6/01/17		185		172,050
TECHNOLOGY–0.0%
Flextronics International Ltd. 6.50%, 5/15/13		140		140,350
TRANSPORTATION– AIRLINES–0.0%
UAL Pass Through Trust Series 071A 6.636%, 7/02/22		77		65,766
				3,817,299
FINANCIAL INSTITUTIONS–0.3%
BANKING–0.2%
ABN Amro Bank NV 4.31%, 3/10/16(d)	EUR	90		62,897
BankAmerica Capital II Series 2 8.00%, 12/15/26	$	94		92,120

20

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Commerzbank Capital Funding Trust I 5.012%, 4/12/16(d)	EUR	200	$	133,320
Dexia Credit Local 4.30%, 11/18/15(d)		300		193,529
Lbg Capital No.1 PLC 8.00%, 12/29/49(b)	$	615		473,550
Northern Rock PLC 5.75%, 4/30/14(b)(d)	GBP	445		56,181
RBS Capital Trust III 5.512%, 9/30/14(d)	$	125		62,500
Zions Bancorporation 5.50%, 11/16/15		20		14,140
				1,088,237
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 5.00%, 1/14/11(f)		80		15,600
6.20%, 9/26/14(f)		33		6,435
7.875%, 11/01/09–8/15/10(f)		370		72,150
Series G 4.80%, 3/13/14(f)		42		8,190
				102,375
FINANCE–0.0%
American General Finance Corp. 5.85%, 6/01/13		100		79,020
Series I 4.875%, 7/15/12		45		36,885
				115,905
INSURANCE–0.1%
ING Capital Funding Trust III 8.439%, 12/31/10(d)		200		172,000
ING Groep NV 5.775%, 12/08/15(d)		65		48,015
Liberty Mutual Group, Inc. 7.80%, 3/15/37(b)		65		53,625
				273,640
REITS–0.0%
AMR Real Estate PTR/FIN 7.125%, 2/15/13		45		45,900
				1,626,057
UTILITY–0.2%
ELECTRIC–0.2%
The AES Corp. 7.75%, 3/01/14–10/15/15		160		162,400
Dynegy Holdings, Inc. 8.375%, 5/01/16		115		109,250
Edison Mission Energy 7.00%, 5/15/17		95		75,050
NRG Energy, Inc. 7.25%, 2/01/14		270		273,375
7.375%, 2/01/16		35		35,044

Company	Principal Amount (000)		U.S. $ Value
RRI Energy, Inc. 7.625%, 6/15/14	$	95	$	94,050
				749,169
Total Corporates–Non-Investment Grades (cost $6,555,578)				6,192,525
ASSET-BACKED SECURITIES–0.5%
CREDIT CARDS–FLOATING RATE–0.2%
Chase Issuance Trust Series 2007-A1, Class A1 0.253%, 3/15/13(e)		640		637,422
MBNA Credit Card Master Note Trust Series 2005-A9, Class A9 0.273%, 4/15/13(e)		660		655,797
				1,293,219
HOME EQUITY LOANS–FLOATING RATE–0.2%
Bear Stearns Asset Backed Securities, Inc. Series 2007-HE3, Class M1 0.681%, 4/25/37(e)		100		1,924
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33(e)		195		169,893
HFC Home Equity Loan Asset Backed Certificates Series 2007-1, Class M1 0.613%, 3/20/36(e)		365		167,461
Home Equity Asset Trust Series 2007-3, Class M1 0.581%, 8/25/37(e)		275		9,975
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.341%, 11/25/36(e)		252		179,323
Newcastle Mortgage Securities Trust Series 2007-1, Class 2A1 0.361%, 4/25/37(e)		198		119,538
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.591%, 3/25/37(e)		125		1,234
RAAC Series Series 2006-SP3, Class A1 0.311%, 8/25/36(e)		16		15,774
Residential Asset Securities Corp. Series 2003-KS3, Class A2 0.831%, 5/25/33(e)		2		939
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 0.361%, 7/25/37(e)		300		141,060
				807,121

21

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

Company	Principal Amount (000)		U.S. $ Value
CREDIT CARDS–FIXED RATE–0.1%
Citibank Credit Card Issuance Trust Series 2009-A5, Class A5 2.25%, 12/23/14	$	560	$	554,369
HOME EQUITY LOANS–FIXED RATE–0.0%
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		511		172,018
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36		4		3,474
				175,492
Total Asset-Backed Securities (cost $4,122,127)				2,830,201
GOVERNMENTS–SOVEREIGN BONDS–0.5%
BRAZIL–0.0%
Republic of Brazil 8.25%, 1/20/34		190		241,775
CROATIA–0.1%
Republic of Croatia 6.75%, 11/05/19(b)		450		484,684
LITHUANIA–0.1%
Republic of Lithuania 6.75%, 1/15/15(b)		435		442,880
PERU–0.1%
Republic of Peru 8.375%, 5/03/16		180		217,350
9.875%, 2/06/15		410		518,650
				736,000
POLAND–0.1%
Poland Government International Bond 6.375%, 7/15/19		300		325,350
RUSSIA–0.1%
Russian Federation 7.50%, 3/31/30(b)(c)		291		328,918
Total Governments–Sovereign Bonds (cost $2,329,698)				2,559,607
GOVERNMENTS–SOVEREIGN AGENCIES–0.4%
GOVERNMENTS–SOVEREIGN AGENCIES–0.4%
UNITED KINGDOM–0.4%
The Royal Bank of Scotland PLC 1.45%, 10/20/11(b)		1,338		1,335,006
2.625%, 5/11/12(b)		695		704,950
Total Governments–Sovereign Agencies (cost $2,031,986)				2,039,956

Company	Principal Amount (000)		U.S. $ Value
INFLATION-LINKED SECURITIES–0.3%
UNITED STATES–0.3%
U.S. Treasury Notes 3.00%, 7/15/12 (TIPS) (cost $1,800,923)	$	1,719	$	1,848,473
QUASI-SOVEREIGNS–0.2%
RUSSIA–0.2%
RSHB Capital SA for OJSC Russian Agricultural Bank 7.75%, 5/29/18(b) (cost $813,234)		810		885,938
	Shares
PREFERRED STOCKS–0.2%
UTILITY–0.1%
OTHER UTILITY–0.1%
Dte Energy Trust I 7.80%		20,000		519,800
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Centaur Funding Corp. 9.08%(b)		200		203,250
FINANCIAL INSTITUTIONS–0.0%
BANKING–0.0%
Royal Bank of Scotland Group PLC 5.75%		10,000		129,300
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%(d)		4,750		4,987
Federal National Mortgage Association 8.25%(d)		5,750		6,325
				11,312
Total Preferred Stocks (cost $1,245,116)				863,662
	Principal Amount (000)
CMOS–0.1%
NON-AGENCY ARMS–0.1%
Bear Stearns Alt-A Trust Series 2006-1, Class 22A1 5.203%, 2/25/36(d)	$	167		96,995
Series 2006-3, Class 22A1 5.873%, 5/25/36(d)		223		137,494
Series 2007-1, Class 21A1 5.56%, 1/25/47(d)		56		30,367

22

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.128%, 5/25/35(d)	$	93	$	78,853
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(e)		110		70,981
Deutsche Mortgage Securities, Inc. Series 2005-WF1, Class 1A1 5.158%, 6/26/35(b)(d)		4		3,864
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.856%, 5/25/36(d)		70		39,461
				458,015
NON-AGENCY FLOATING RATE–0.0%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.544%, 12/25/35(e)		47		26,031
Series 2006-OA14, Class 3A1 1.394%, 11/25/46(e)		175		75,103
Series 2007-OA3, Class M1 0.541%, 4/25/47(e)		185		1,658
Lehman XS Trust Series 2007-4N, Class M1 0.681%, 3/25/47(e)		265		1,193
				103,985
NON-AGENCY FIXED RATE–0.0%
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36		68		61,013
Total CMOs (cost $1,469,027)				623,013
	Shares
WARRANTS–0.1%
FINANCIALS–0.1%
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.0%
Fonciere Des Regions, expiring 12/31/10(a)		3,100		2,618
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.1%
Merrill Lynch CW12 Aldar PR, expiring 10/22/12(a)		86,100		114,754

Company	Shares		U.S. $ Value
Merrill Lynch Inte, expiring 1/12/10(a)		233,600	$	311,342
				426,096
Total Warrants (cost $524,924)				428,714
	Principal Amount (000)
EMERGING MARKETS–CORPORATE BONDS–0.0%
INDUSTRIAL–0.0%
ENERGY–0.0%
Ecopetrol SA 7.625%, 7/23/19 (cost $124,566)	$	125		138,562
	Shares
RIGHTS–0.0%
FINANCIALS–0.0%
DIVERSIFIED FINANCIAL SERVICES–0.0%
Fortis(a) (cost $0)		5,366		0
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.3%
TIME DEPOSIT–3.3%
State Street Time Deposit 0.01%, 1/04/10 (cost $17,526,000)	$	17,526		17,526,000
TOTAL INVESTMENTS–101.4% (cost $481,733,118)				539,276,000
Other assets less liabilities–(1.4)%				(7,486,665.00	)
NET ASSETS–100.0%			$	531,789,335

23

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

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50	3	March 2010	$	120,940	$	127,815	$	6,875
TOPIX INDEX	3	March 2010		287,960		291,351		3,391
							$	10,266

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 2/17/10	4,661	$	4,198,163	$	4,168,470	$	(29,693	)
Australian Dollar settling 2/17/10	4,426		3,986,498		3,958,302		(28,196	)
Australian Dollar settling 2/17/10	322		283,341		287,974		4,633
Australian Dollar settling 3/15/10	1,728		1,554,370		1,541,138		(13,232	)
British Pound settling 2/17/10	1,465		2,433,863		2,365,664		(68,199	)
British Pound settling 2/17/10	129		214,864		208,308		(6,556	)
British Pound settling 2/17/10	189		309,951		305,195		(4,756	)
British Pound settling 2/17/10	937		1,508,289		1,513,057		4,768
British Pound settling 3/15/10	793		1,291,734		1,280,305		(11,429	)
Euro settling 1/25/10	113		169,847		162,629		(7,218	)
Euro settling 2/17/10	1,719		2,555,775		2,464,137		(91,638	)
Japanese Yen settling 2/17/10	34,685		382,334		372,497		(9,837	)
Japanese Yen settling 3/15/10	23,673		268,423		254,269		(14,154	)
New Zealand Dollar settling 2/17/10	2,369		1,698,692		1,714,991		16,299
New Zealand Dollar settling 2/17/10	2,657		1,905,202		1,923,483		18,281
New Zealand Dollar settling 2/17/10	681		482,529		492,996		10,467
New Zealand Dollar settling 3/15/10	2,252		1,586,804		1,627,144		40,340
Norwegian Krone settling 2/17/10	10,594		1,859,249		1,826,272		(32,977	)
Norwegian Krone settling 2/17/10	10,883		1,909,968		1,876,092		(33,876	)
Norwegian Krone settling 3/15/10	8,254		1,424,422		1,421,106		(3,316	)
Swedish Krona settling 2/17/10	3,042		437,809		425,278		(12,531	)
Swedish Krona settling 2/17/10	10,994		1,575,771		1,536,984		(38,787	)
Swedish Krona settling 2/17/10	12,085		1,732,145		1,689,509		(42,636	)
Swedish Krona settling 3/15/10	7,059		992,534		987,000		(5,534	)
Sale Contracts:
Australian Dollar settling 2/17/10	218		202,043		194,964		7,079
British Pound settling 2/17/10	661		1,062,914		1,067,375		(4,461	)
British Pound settling 2/17/10	3,881		6,430,196		6,266,993		163,203
British Pound settling 2/17/10	2,531		4,193,462		4,087,029		106,433
Canadian Dollar settling 1/13/10	4,394		4,126,114		4,201,799		(75,685	)
Canadian Dollar settling 2/17/10	934		878,397		893,063		(14,666	)
Canadian Dollar settling 2/17/10	770		724,160		736,251		(12,091	)
Canadian Dollar settling 2/17/10	523		500,905		500,077		828
Euro settling 1/25/10	390		580,128		559,653		20,475
Euro settling 2/17/10	403		596,698		577,689		19,009
Euro settling 2/17/10	431		640,802		617,826		22,976

24

AllianceBernstein Variable Products Series Fund

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Sale Contracts: (continued)
Euro settling 2/17/10	76	$	113,055	$	108,944	$	4,111
Euro settling 2/17/10	73		109,887		104,643		5,244
Euro settling 2/17/10	1,394		2,104,285		1,998,259		106,026
Euro settling 2/17/10	330		497,601		473,046		24,555
Euro settling 2/17/10	79		119,110		113,244		5,866
Euro settling 2/17/10	707		1,013,315		1,013,464		(149	)
Euro settling 3/15/10	1,369		2,014,333		1,962,318		52,015
Japanese Yen settling 2/17/10	67,318		745,427		722,957		22,470
Japanese Yen settling 2/17/10	44,495		489,332		477,851		11,481
Japanese Yen settling 2/17/10	31,499		343,179		338,282		4,897
Japanese Yen settling 2/17/10	201,171		2,224,310		2,160,463		63,847
Japanese Yen settling 2/17/10	22,723		255,409		244,032		11,377
Japanese Yen settling 2/17/10	13,927		159,093		149,568		9,525
Japanese Yen settling 2/17/10	20,015		226,940		214,949		11,991
Japanese Yen settling 2/17/10	21,326		238,578		229,029		9,549
Japanese Yen settling 2/17/10	12,725		139,045		136,659		2,386
New Zealand Dollar settling 2/17/10	215		151,964		155,645		(3,681	)
Swiss Franc settling 2/17/10	126		125,217		121,836		3,381
Swiss Franc settling 2/17/10	176		173,303		170,184		3,119
Swiss Franc settling 2/17/10	2,010		1,979,203		1,943,582		35,621
Swiss Franc settling 2/17/10	177		174,532		171,151		3,381

(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 December 31, 2009, the aggregate market value of these securities amounted to $12,366,842 or 2.3% of net assets.

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at December 31, 2009.

(d) Variable rate coupon, rate shown as of December 31, 2009.

(e) Floating Rate Security. Stated interest rate was in effect at December 31, 2009.

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

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 December 31, 2009, the fund’s total exposure to subprime investments was 0.29% of net assets. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).

Currency Abbreviations:

CAD—Canadian Dollar

EUR—Euro Dollar

GBP—Great British Pound

Glossary:

ADR—American Depositary 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 Depositary Receipt

LP—Limited Partnership

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

25

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $481,733,118)	$	539,276,000
Cash		36,230	(a)
Foreign currencies, at value (cost $830,471)		828,898
Interest and dividends receivable		2,100,452
Receivable for investment securities sold and foreign currency transactions		1,040,551
Unrealized appreciation of forward currency exchange contracts		825,633
Receivable for capital stock sold		155,474
Total assets		544,263,238
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		11,379,969
Unrealized depreciation of forward currency exchange contracts		565,298
Advisory fee payable		245,856
Distribution fee payable		96,261
Payable for capital stock redeemed		69,252
Administrative fee payable		21,845
Transfer Agent fee payable		125
Payable for variation margin on futures contracts		26
Accrued expenses		95,271
Total liabilities		12,473,903
NET ASSETS	$	531,789,335
COMPOSITION OF NET ASSETS
Capital stock, at par	$	50,193
Additional paid-in capital		546,291,400
Undistributed net investment income		9,574,020
Accumulated net realized loss on investment and foreign currency transactions		(81,939,978	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		57,813,700
	$	531,789,335

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	73,120,148	6,857,108	$	10.66
B	$	458,669,187	43,335,564	$	10.58

(a) An amount of $21,681 has been segregated to collateralize margin requirements for open futures contracts outstanding at December 31, 2009.

See notes to financial statements.

26

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $343,043)	$	7,115,786
Interest		7,015,010
		14,130,796
EXPENSES
Advisory fee (see Note B)		2,339,309
Distribution fee—Class B		896,107
Transfer agency—Class A		1,325
Transfer agency—Class B		7,785
Custodian		260,324
Printing		124,829
Administrative		82,772
Audit		58,883
Legal		43,877
Directors’ fees		3,390
Miscellaneous		42,684
Total expenses		3,861,285
Net investment income		10,269,511
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(42,148,584	)
Futures contracts		109,328
Foreign currency transactions		763,189
Net change in unrealized appreciation/depreciation of:
Investments		132,221,260
Futures contracts		6,082
Foreign currency denominated assets and liabilities		(1,168,861	)
Net gain on investment and foreign currency transactions		89,782,414
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	100,051,925

See notes to financial statements.

27

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	10,269,511		$	6,628,409
Net realized loss on investment and foreign currency transactions		(41,276,067	)		(35,604,381	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		131,058,481			(79,848,031	)
Contributions from Adviser (see Note B)		–0	–		6
Net increase (decrease) in net assets from operations		100,051,925			(108,823,997	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(716,042	)		(296	)
Class B		(3,162,663	)		(7,557,243	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(217	)
Class B		–0	–		(5,342,366	)
CAPITAL STOCK TRANSACTIONS
Net increase		82,128,184			263,761,629
Total increase		178,301,404			142,037,510
NET ASSETS
Beginning of period		353,487,931			211,450,421
End of period (including undistributed net investment income of $9,574,020 and $1,853,865, respectively)	$	531,789,335		$	353,487,931

See notes to financial statements.

28

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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.

29

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(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 disclosure requirements also 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 developed 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 December 31, 2009:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

Financials

$

63,141,995

$

46,130,275

$

–0

–

$

109,272,270

Information Technology

43,068,973

6,875,098

–0

–

49,944,071

Energy

25,866,283

7,510,987

–0

–

33,377,270

Consumer Discretionary

25,274,872

7,880,853

–0

–

33,155,725

Health Care

24,584,772

7,877,355

–0

–

32,462,127

Industrials

17,149,398

10,188,465

–0

–

27,337,863

Consumer Staples

13,523,304

6,788,792

–0

–

20,312,096

Materials

9,792,296

7,634,482

–0

–

17,426,778

Telecommunication Services

6,756,304

5,794,463

–0

–

12,550,767

Utilities

3,081,785

2,186,682

–0

–

5,268,467

Corporates—Investment Grades

–0

–

57,022,692

368,661

57,391,353

Governments—Treasuries

–0

–

51,920,767

–0

–

51,920,767

Mortgage Pass-Thru’s

–0

–

27,765,739

–0

–

27,765,739

Commercial Mortgage-Backed Securities

–0

–

14,320,682

871,864

15,192,546

Agencies

–0

–

9,961,510

–0

–

9,961,510

Corporates—Non-Investment Grades

–0

–

6,126,759

65,766

6,192,525

Asset-Backed Securities

–0

–

1,847,588

982,613

2,830,201

Governments—Sovereign Bonds

–0

–

2,559,607

–0

–

2,559,607

Governments—Sovereign Agencies

–0

–

2,039,956

–0

–

2,039,956

Inflation-Linked Securities

–0

–

1,848,473

–0

–

1,848,473

Quasi-Sovereigns

–0

–

885,938

–0

–

885,938

Preferred Stocks

–0

–

863,662

–0

–

863,662

CMOs

–0

–

–0

–

623,013

623,013

Warrants

2,618

–0

–

426,096

428,714

Emerging Markets—Corporate Bonds

–0

–

138,562

–0

–

138,562

Rights

–0

–

–0

–

–0

–

–0

–

Short-Term Investments

–0

–

17,526,000

–0

–

17,526,000

Total Investments in Securities

232,242,600

303,695,387

3,338,013

539,276,000

30

AllianceBernstein Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets	$	10,266		$	825,633		$	–0	–	$	835,899
Liabilities		–0	–		(565,298	)		–0	–		(565,298	)
Total	$	232,252,866		$	303,955,722		$	3,338,013		$	539,546,601

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

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

	Common Stocks - Energy			Corporates - Investment Grades			Commercial Mortgage- Backed Securities			Corporates - Non-Investment Grades
Balance as of 12/31/08	$	156,101		$	322,113		$	–0	–	$	313,828
Accrued discounts /premiums		–0	–		(143	)		2,415			89
Realized gain (loss)		(15,004	)		–0	–		(14,368	)		58
Change in unrealized appreciation/depreciation		90,319			46,691			156,767			21,406
Net purchases (sales)		(231,416	)		–0	–		(71,095	)		(3,503	)
Net transfers in and/or out of Level 3		–0	–		–0	–		798,145			(266,112	)
Balance as of 12/31/09	$	–0	–	$	368,661		$	871,864		$	65,766
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	–0	–	$	46,691		$	156,767		$	21,406
	Asset-Backed Securities			Governments - Sovereign Bonds			Quasi- Sovereigns			CMOs
Balance as of 12/31/08	$	1,423,710		$	935,212		$	168,150		$	835,035
Accrued discounts /premiums		1,316			–0	–		1,717			(39	)
Realized gain (loss)		(46,917	)		–0	–		26,869			(31,909	)
Change in unrealized appreciation/depreciation		131,282			–0	–		107,483			227,739
Net purchases (sales)		(526,778	)		–0	–		(304,219	)		(407,813	)
Net transfers in and/or out of Level 3		–0	–		(935,212	)		–0	–		–0	–
Balance as of 12/31/09	$	982,613		$	–0	–	$	–0	–	$	623,013
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	71,687		$	–0	–	$	–0	–	$	179,366
	Warrants			Total
Balance as of 12/31/08	$	–0	–	$	4,154,149
Accrued discounts /premiums		–0	–		5,355
Realized gain (loss)		–0	–		(81,271	)
Change in unrealized appreciation/depreciation		(98,827	)		682,860
Net purchases (sales)		524,923			(1,019,901	)
Net transfers in and/or out of Level 3		–0	–		(403,179	)
Balance as of 12/31/09	$	426,096		$	3,338,013
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	(98,827	)	$	377,090

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

31

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

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.

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

32

AllianceBernstein Variable Products Series Fund

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. This waiver extends through May 1, 2010 and may be extended by the Adviser for additional one-year terms. For the year ended December 31, 2009, there were no expenses waived by the Adviser.

During the year ended December 31, 2008, the Adviser made a payment of $6 to the Portfolio in connection with a trading 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 year ended December 31, 2009, such fee amounted to $82,772.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $370,234, 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 $1,250 for the year ended December 31, 2009.

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 year ended December 31, 2009 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	307,933,308	$	244,255,660
U.S. government securities		140,534,715		102,492,986

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

Cost	$	496,222,587
Gross unrealized appreciation		54,767,322
Gross unrealized depreciation		(11,713,909	)
Net unrealized appreciation	$	43,053,413

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”.

33

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

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

• Futures Contracts

The Portfolio may buy or sell futures contracts for the purpose of hedging its portfolio against adverse effects of anticipated movements in the market 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.

• 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

34

AllianceBernstein Variable Products Series Fund

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 year ended December 31, 2009, the Portfolio had no transactions in written options.

At December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	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	$	825,633		Unrealized depreciation of forward currency exchange contracts	$	565,298
Equity contracts	Receivable for variation margin on futures contracts		10,266	*
Total		$	835,899			$	565,298

* 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 year ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	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	$	559,049	$	(1,174,314	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		109,328		6,082
Total		$	668,377	$	(1,168,232	)

For the year ended December 31, 2009, the average monthly principal amount of foreign currency exchange contracts was $67,672,391 and average monthly original value of futures contracts was $337,263.

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

35

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

decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the year ended December 31, 2009, the Portfolio earned drop income of $39,124 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
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	487,229		26,690		$	4,520,608		$	226,132
Shares issued in reinvestment of dividends and distributions	79,384		–0	–		716,042			–0	–
Shares issued in connection with the acquisition of Balanced Shares Portfolio	–0	–	8,694,602			–0	–		90,961,719
Shares redeemed	(1,532,263	)	(899,299	)		(13,836,172	)		(7,772,470	)
Net increase (decrease)	(965,650	)	7,821,993		$	(8,599,522	)	$	83,415,381
Class B
Shares sold	14,055,879		15,581,451		$	127,281,365		$	164,069,127
Shares issued in reinvestment of dividends and distributions	352,582		1,124,077			3,162,663			12,899,609
Shares issued in connection with the acquisition of Balanced Shares Portfolio	–0	–	2,754,448			–0	–		28,651,812
Shares redeemed	(4,410,508	)	(2,430,837	)		(39,716,322	)		(25,274,300	)
Net increase	9,997,953		17,029,139		$	90,727,706		$	180,346,248

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.

36

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 year ended December 31, 2009.

NOTE H: Acquisition of AllianceBernstein Balanced Shares Portfolio by AllianceBernstein Balanced Wealth Portfolio (the “Portfolio”)

On September 28, 2008, the Portfolio acquired all of the assets and assumed all of the liabilities of AllianceBernstein Balanced Shares Portfolio (“Balanced Shares”) in a tax free event, pursuant to a Plan of Acquisition and Liquidation. As a result of the acquisition, stockholders of Balanced Shares received shares of the Portfolio equivalent to the aggregate net asset value of the shares they held in Balanced Shares. On September 28, 2008, the acquisition was accomplished by a tax-free exchange of 11,449,051 shares of the Portfolio for 8,365,648 shares of Balanced Shares. The aggregate net assets of the Portfolio and Balanced Shares immediately before the acquisition were $269,014,856 and $119,613,531 (including $5,935,661 of net unrealized depreciation of investments and foreign currency denominated assets and liabilities), respectively. Immediately after the acquisition, the combined net assets of the Portfolio amounted to $388,628,387.

NOTE I: Distributions to Shareholders

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.

37

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

During the current fiscal year, permanent differences primarily due to the tax treatment of foreign currency, paydown reclassification, and the tax treatment of passive foreign investment companies, resulted in a net increase in undistributed net investment income, and a net increase in accumulated net realized loss on investments and foreign currency transactions. This reclassification had no effect on net assets.

NOTE J: 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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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 K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through February 12, 2010, 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.

38

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

See footnote summary on page 40.

39

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

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

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

(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) 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 0.06% and 0.10%, respectively.

See notes to financial statements.

40

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of AllianceBernstein Variable Products Series Fund, Inc. and Shareholders of AllianceBernstein Balanced Wealth Strategy Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Balanced Wealth Strategy Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Balanced Wealth Strategy Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

41

TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For corporate shareholders, 27.65% of the total ordinary income distribution paid during the fiscal year ended December 31, 2009 qualifies for the corporate dividends received deduction.

42

BALANCED WEALTH
STRATEGY PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Thomas J. Fontaine(2), Vice President Dokyoung Lee(2), Vice President Seth J. Masters(2), Vice President	Christopher H. Nikolich(2), Vice President Patrick J. Rudden(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Multi-Asset Solutions Team, comprised of senior portfolio managers. Significant day-to-day responsibilities for coordinating the Portfolio’s investments reside with Messrs. Thomas J. Fontaine, Dokyoung Lee, Seth J. Masters, Christopher H. Nikolich and Patrick J. Rudden.

43

BALANCED WEALTH
STRATEGY PORTFOLIO	AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

44

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice-Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP; and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** Member of the Fair Value Pricing Committee.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

45

BALANCED WEALTH STRATEGY PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Thomas J. Fontaine 44	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Dokyoung Lee 44	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Seth J. Masters 50	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.
Christopher H. Nikolich 40	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Patrick J. Rudden 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of the ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI, and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

46

BALANCED WEALTH STRATEGY PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”) at a meeting held on August 4-6, 2009.

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 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 directors noted that the Adviser had waived reimbursement payments from the Portfolio in the Portfolio’s last fiscal year. 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 2007 and 2008 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

47

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

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the August 2009 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 a composite index (60% Standard & Poor’s 500 Stock Index/40% Barclays Capital U.S. Aggregate Index) (the “Index”), in each case for the 1- and 3-year periods ended April 30, 2009 and (in the case of comparisons with the Index) the since inception period (July 2004 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods and that the Portfolio lagged the Index in the 1- and 3-year and since inception periods. The directors also reviewed performance information for periods ended June 30, 2009 (for which the data was not limited to Class A Shares), and noted that, when May and June results were taken into consideration, relative performance had improved in 2009, that in the year-to-date period the Portfolio had outperformed the Index but lagged the Lipper VA Mixed-Asset Target Allocation Moderate Funds Average (the “Lipper Average”), and that in the 3-month period the Portfolio had outperformed the Lipper Average and the Index. 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 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., equity and debt securities). The directors also noted that the Adviser advises a portfolio of another AllianceBernstein fund with a similar investment style as the Portfolio for the same fee schedule as the Portfolio.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that 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 these facts, the directors did not place significant weight on these fee comparisons.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the Portfolio’s investment classification/objective. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that the Lipper information included the pro forma expense ratio for Class A Shares provided by the Adviser assuming the Portfolio’s acquisition of the Fund’s

48

AllianceBernstein Variable Products Series Fund

AllianceBernstein Balanced Shares Portfolio, effective September 2008, had been in effect for the Portfolio’s full fiscal year (fiscal year began January 1). All references to the expense ratio are to the Portfolio’s pro forma 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 55 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors noted that in the Portfolio’s latest fiscal year, 1 basis point out of 4 basis points of the administrative expense reimbursement had been waived by the Adviser. The directors noted that, in light of the Portfolio’s historical investment performance, they had asked the Adviser to address the continued appropriateness of the Portfolio’s fee rate. In response the Adviser informed the directors that the Adviser had begun to implement changes and enhancements to address investment performance and discussed the new leadership for the Adviser effective December 2008. The Adviser further noted, among other things, that while it would take time to realize the benefits of these changes, relative investment performance in 2009 had shown improvement. The directors noted that they had discussed their concerns about the relative performance of a number of other AllianceBernstein funds with senior management of the Adviser. The directors also noted that the Portfolio’s pro-forma total expense ratio, which had been capped by the Adviser (although the pro forma 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 pro forma 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.

49

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Wealth Strategy 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 categories⁴ 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

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.

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.

50

AllianceBernstein Variable Products Series Fund

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

51

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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.

52

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.

53

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. 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.

54

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.

55

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

CONCLUSION:

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

Dated: August 31, 2009

56

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

December 31, 2009

Annual Report

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 AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio invests primarily in a domestic portfolio of equity securities of companies within various market sectors selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential. Research-driven stock selection is expected to be the primary driver of returns relative to the Portfolio’s benchmark. Examples of the types of market sectors in which the Portfolio may invest include, but are not limited to, telecommunications, information technology, health care, financial services, infrastructure, energy and natural resources, and consumer growth. Within each sector, senior sector analyst-managers apply a research driven, bottom-up stock selection process using the Adviser’s proprietary research to identify attractive companies. The Portfolio emphasizes investments in large- and mid-capitalization companies; however, the Portfolio has the flexibility to invest across the capitalization spectrum. The Portfolio is designed for those seeking exposure to companies of various sizes. Normally, the Portfolio invests in approximately 80-120 companies.

Effective May 1, 2009, the Portfolio’s benchmark changed. The Portfolio’s benchmark, previously the Russell 3000 Growth Index (or the “Previous Benchmark”), is now the Russell 1000 Growth Index (the “Current Benchmark”). The Adviser believes the current benchmark represents a more accurate reflection of the Portfolio’s anticipated risk and return patterns and is more consistent with the Portfolio’s construction process. At that time, the investment management duties for the Portfolio were transferred from the Adviser’s US Growth Team to the Adviser’s US Research Growth Team, allowing for a stronger tie to the firm’s research capabilities.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its current and previous benchmarks, as well as the broad market, as represented by the Standard & Poor’s (S&P) 500 Stock Index, for the one-, five- and 10-year periods ended December 31, 2009.

The Portfolio underperformed the benchmark for the annual reporting period ended December 31, 2009. For the year, the benchmark’s strongest sector returns came from the technology sector. While the sector overweight to technology was positive, it was offset by weak stock selection within the sector and impacted relative results. Performance benefited from strong stock selection within the energy, consumer and infrastructure sectors, as these more cyclically oriented areas performed well. That was offset to some degree by the Portfolio’s sector exposure to the health care and financial sectors, areas that did not perform as well in 2009 as investors favored stocks perceived to benefit more directly from improving economic prospects. Given the strong absolute returns over the year, the small cash holdings served to dampen returns. Since the Portfolio’s transition to the US Research Growth Team (the “Team”), performance has been leading the benchmark with stock selection driving the results, while sector allocation has been neutral to returns.

MARKET REVIEW AND INVESTMENT STRATEGY

2009 was a transitional year for capital markets, as investors worked to assess the timing and pace of economic recovery. Market sentiment also fluctuated wildly as investors flipped from fleeing risk at any price to embracing stocks previously considered high risk, regardless of fundamental quality. Although the year started with a continuation of the negative tone that was pervasive throughout most of 2008, stocks rallied sharply during the latter three quarters of the year to finish up 2009 with solid double-digit gains. Consistent with prior periods marked by early-recovery rallies, lower-quality, more speculative stocks—not the focus of the Team’s stock selection process—were the year’s strongest performers.

Throughout the annual reporting period, the Team’s focus on the Portfolio’s bottom-up stock selection has consistently emphasized investments in companies positioned to positively surprise current market expectations. Compared to prior periods of recovery from recession, current revisions to earnings estimates are still likely early in their recovery. With the strong returns of 2009 spurred by investors moving beyond fears of financial collapse to recovery, history suggests their focus will be more on profitability and growth prospects, favoring companies that are able to demonstrate strong and sustainable fundamental performance.

Throughout the year, the Team’s research identified strong growth opportunities across sectors, and it continues to do so. While incremental investments continue to move into companies whose earnings prospects will benefit most from additional improvement in economic activity, it is important to note this is not a top-down decision but rather a function of the Team’s bottom-up stock selection process. Despite the market’s fluctuations, the Team has maintained its style discipline, building a diversified portfolio of

1

AllianceBernstein Variable Products Series Fund

stocks it believes will demonstrate better growth prospects with stronger positive earnings revisions that may be ultimately rewarded by the market for their underlying performance.

2

GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performances and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

Neither the unmanaged Russell 1000 Growth Index, the Russell 3000 Growth Index nor the unmanaged Standard & Poor’s (S&P) 500 Stock Index reflects fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Growth Index contains those securities in the Russell 1000 Index with a greater-than-average growth orientation. The unmanaged Russell 1000 Index is comprised of 1000 of the largest capitalized companies that are traded in the US. The Russell 3000 Growth Index contains those securities in the Russell 3000 Index with a greater-than-average growth orientation. The unmanaged Russell 3000 Index is compromised of 3000 of the largest capitalized companies that are traded in the United States. The S&P 500 Stock Index is compromised of 500 US companies and is a common measure of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations. If a growth stock company should fail to meet these high earnings expectation, the price of these stocks can be severely negatively affected. The Portfolio can invest in small-cap and mid-cap companies. Investments in small- and mid-cap companies may be more volatile than investments in large-cap companies. Investments in small-cap companies tend to be more volatile than investments in large-cap or mid-cap companies. A portfolio’s investments in smaller capitalization stocks may have additional risks because these companies often have limited product lines, markets and financial resources. The Portfolio can invest in foreign securities. Foreign markets can be more volatile than the US market due to increased risks of adverse issuer, political, market or economic developments. In addition, fluctuations in the value of investments in foreign currency denominated securities may be magnified by changes in foreign exchange rates. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investments objectives, it may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from and in certain cases, greater than the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products Prospectus for a description of those fees and expenses and speak to your insurance agent of financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

3

GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein Growth Portfolio Class A*	33.13%	-0.82%	-3.85%
AllianceBernstein Growth Portfolio Class B*	32.76%	-1.08%	-4.09%
Current Benchmark: Russell 1000 Growth Index	37.21%	1.63%	-3.99%
Previous Benchmark: Russell 3000 Growth Index	37.01%	1.58%	-3.79%
S&P 500 Stock Index	26.46%	0.42%	-0.95%
* 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, 2009 by 0.41%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 1.06% and 1.31% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Growth Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s current benchmark, the Russell 1000 Growth Index, the Portfolio’s previous benchmark, the Russell 3000 Growth Index, and the broad market, as represented by the S&P 500 Stock Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

4

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,227.97	$	5.90	1.05	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.91	$	5.35	1.05	%
Class B
Actual	$	1,000	$	1,225.81	$	7.29	1.30	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.65	$	6.61	1.30	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	5,081,726	5.0	%
Microsoft Corp.		4,270,124	4.2
Cisco Systems, Inc.		3,555,090	3.5
Google, Inc.-Class A		3,158,798	3.1
Hewlett-Packard Co.		3,153,957	3.1
Procter & Gamble Co.		2,497,956	2.5
Amgen, Inc.		2,285,428	2.3
Oracle Corp.		2,240,502	2.2
Baxter International, Inc.		2,047,932	2.0
Gilead Sciences, Inc.		2,025,504	2.0
	$	30,317,017	29.9	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	37,711,022	37.3	%
Health Care		17,142,022	17.0
Industrials		11,245,730	11.1
Consumer Staples		10,947,347	10.9
Consumer Discretionary		10,838,551	10.7
Energy		7,308,095	7.3
Financials		4,579,972	4.5
Materials		1,145,200	1.1
Short-Term Investments		92,000	0.1
Total Investments	$	101,009,939	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.

6

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.6%
INFORMATION TECHNOLOGY–37.2%
COMMUNICATIONS EQUIPMENT–5.4%
Cisco Systems, Inc.(a)	148,500	$	3,555,090
Juniper Networks, Inc.(a)	56,500		1,506,855
Research In Motion Ltd.(a)	5,700		384,978
			5,446,923
COMPUTERS & PERIPHERALS–11.9%
Apple, Inc.(a)	24,100		5,081,726
Dell, Inc.(a)	80,800		1,160,288
EMC Corp.(a)	72,400		1,264,828
Hewlett-Packard Co.	61,230		3,153,957
NetApp, Inc.(a)	40,400		1,389,356
			12,050,155
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%
Amphenol Corp.–Class A	14,600		674,228
INTERNET SOFTWARE & SERVICES–4.2%
AOL, Inc.(a)	1,155		26,889
Google, Inc.–Class A(a)	5,095		3,158,798
Yahoo!, Inc.(a)	63,900		1,072,242
			4,257,929
IT SERVICES–1.7%
Visa, Inc.–Class A	12,740		1,114,240
The Western Union Co.–Class W	34,900		657,865
			1,772,105
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.6%
Broadcom Corp.–Class A(a)	27,300		858,585
Intel Corp.	95,100		1,940,040
KLA-Tencor Corp.	25,200		911,232
			3,709,857
SOFTWARE–9.7%
Activision Blizzard, Inc.(a)	59,200		657,712
Adobe Systems, Inc.(a)	45,160		1,660,985
Microsoft Corp.	140,050		4,270,124
Oracle Corp.	91,300		2,240,502
VMware, Inc.–Class A(a)	22,900		970,502
			9,799,825
			37,711,022
HEALTH CARE–16.9%
BIOTECHNOLOGY–6.2%
Amgen, Inc.(a)	40,400		2,285,428
Amylin Pharmaceuticals, Inc.(a)	20,300		288,057
Celgene Corp.(a)	16,520		919,833

Company	Shares	U.S. $ Value
Gilead Sciences, Inc.(a)	46,800	$	2,025,504
Vertex Pharmaceuticals, Inc.(a)	17,300		741,305
			6,260,127
HEALTH CARE EQUIPMENT & SUPPLIES–3.3%
Alcon, Inc.	3,080		506,198
Baxter International, Inc.	34,900		2,047,932
Covidien PLC	16,040		768,156
			3,322,286
HEALTH CARE PROVIDERS & SERVICES–2.2%
Medco Health Solutions, Inc.(a)	29,440		1,881,510
WellPoint, Inc.(a)	6,900		402,201
			2,283,711
PHARMACEUTICALS–5.2%
Abbott Laboratories	29,900		1,614,301
Merck & Co., Inc.	45,340		1,656,724
Pfizer, Inc.	52,000		945,880
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	18,850		1,058,993
			5,275,898
			17,142,022
INDUSTRIALS–11.1%
AEROSPACE & DEFENSE–1.6%
United Technologies Corp.	22,670		1,573,525
AIR FREIGHT & LOGISTICS–2.2%
FedEx Corp.	12,900		1,076,505
United Parcel Service, Inc.–Class B	19,100		1,095,767
			2,172,272
AIRLINES–0.7%
Continental Airlines, Inc.–Class B(a)	40,100		718,592
CONSTRUCTION & ENGINEERING–0.8%
Fluor Corp.	18,600		837,744
ELECTRICAL EQUIPMENT–1.6%
Ametek, Inc.	18,600		711,264
Cooper Industries Ltd.–Class A	22,100		942,344
			1,653,608
MACHINERY–3.2%
Danaher Corp.	15,120		1,137,024
Deere & Co.	15,700		849,213
Illinois Tool Works, Inc.	14,500		695,855
Ingersoll-Rand PLC	16,400		586,136
			3,268,228
ROAD & RAIL–1.0%
Union Pacific Corp.	15,990		1,021,761
			11,245,730

7

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

Company	Shares	U.S. $ Value
CONSUMER STAPLES–10.8%
BEVERAGES–1.7%
Pepsico, Inc.	27,550	$	1,675,040
FOOD & STAPLES RETAILING–2.8%
Costco Wholesale Corp.	21,700		1,283,989
Wal-Mart Stores, Inc.	28,640		1,530,808
			2,814,797
FOOD PRODUCTS–0.8%
Bunge Ltd.	6,600		421,278
General Mills, Inc.	5,220		369,628
			790,906
HOUSEHOLD PRODUCTS–2.7%
Kimberly-Clark Corp.	4,500		286,695
Procter & Gamble Co.	41,200		2,497,956
			2,784,651
PERSONAL PRODUCTS–1.0%
Avon Products, Inc.	17,100		538,650
The Estee Lauder Cos., Inc.–Class A	10,300		498,108
			1,036,758
TOBACCO–1.8%
Philip Morris International, Inc.	38,290		1,845,195
			10,947,347
CONSUMER DISCRETIONARY–10.7%
AUTO COMPONENTS–0.5%
Johnson Controls, Inc.	18,600		506,664
HOTELS, RESTAURANTS & LEISURE–0.9%
Starbucks Corp.(a)	40,200		927,012
INTERNET & CATALOG RETAIL–1.0%
Amazon.Com, Inc.(a)	7,400		995,448
MEDIA–2.8%
Comcast Corp.–Class A	57,500		969,450
Time Warner, Inc.	16,710		486,930
Viacom, Inc.–Class B(a)	29,100		865,143
The Walt Disney Co.	16,820		542,445
			2,863,968
MULTILINE RETAIL–2.8%
Dollar General Corp.(a)	40,300		903,929
Kohl’s Corp.(a)	11,120		599,702
Target Corp.	27,290		1,320,017
			2,823,648
SPECIALTY RETAIL–2.0%
American Eagle Outfitters, Inc.	39,000		662,220
Bed Bath & Beyond, Inc.(a)	23,900		923,257
Lowe’s Cos, Inc.	19,170		448,386
			2,033,863

Company	Shares	U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Nike, Inc.–Class B	6,000	$	396,420
Polo Ralph Lauren Corp.–Class A	3,600		291,528
			687,948
			10,838,551
ENERGY–7.2%
ENERGY EQUIPMENT & SERVICES–2.3%
Cameron International Corp.(a)	9,030		377,454
National Oilwell Varco, Inc.	10,260		452,363
Schlumberger Ltd.	23,285		1,515,621
			2,345,438
OIL, GAS & CONSUMABLE FUELS–4.9%
Cobalt International Energy(a)	38,500		532,840
Exxon Mobil Corp.	12,300		838,737
Occidental Petroleum Corp.	19,000		1,545,650
Petroleo Brasileiro SA (Sponsored ADR)	17,720		844,890
Suncor Energy, Inc. (New York)	34,000		1,200,540
			4,962,657
			7,308,095
FINANCIALS–4.5%
CAPITAL MARKETS–1.5%
The Blackstone Group LP	31,500		413,280
Franklin Resources, Inc.	5,780		608,923
The Goldman Sachs Group, Inc.	2,900		489,636
			1,511,839
COMMERCIAL BANKS–0.3%
Wells Fargo & Co.	11,900		321,181
DIVERSIFIED FINANCIAL SERVICES–1.5%
Bank of America Corp.	24,700		371,982
CME Group, Inc.–Class A	2,070		695,417
JP Morgan Chase & Co.	11,900		495,873
			1,563,272
INSURANCE–1.2%
Aflac, Inc.	11,500		531,875
Axis Capital Holdings Ltd.	6,950		197,449
Principal Financial Group, Inc.	18,900		454,356
			1,183,680
			4,579,972
MATERIALS–1.2%
CHEMICALS–0.6%
Air Products & Chemicals, Inc.	6,600		534,996
METALS & MINING–0.6%
Freeport-McMoRan Copper & Gold, Inc.(a)	7,600		610,204
			1,145,200
Total Common Stocks (cost $82,673,530)			100,917,939

8

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.1%
TIME DEPOSIT–0.1%
State Street Time Deposit 0.01%, 1/04/10 (cost $92,000)	$	92	$	92,000
TOTAL INVESTMENTS–99.7% (cost $82,765,530)				101,009,939
Other assets less liabilities–0.3%				305,805
NET ASSETS–100.0%			$	101,315,744

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

LP—Limited Partnership

See notes to financial statements.

9

GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $82,765,530)	$	101,009,939
Cash		17,992
Receivable for investment securities sold		366,508
Dividends and interest receivable		143,548
Receivable for capital stock sold		12,239
Total assets		101,550,226
LIABILITIES
Payable for capital stock redeemed		84,823
Advisory fee payable		64,490
Printing fee payable		24,166
Administrative fee payable		21,399
Distribution fee payable		13,463
Transfer Agent fee payable		126
Accrued expenses		26,015
Total liabilities		234,482
NET ASSETS	$	101,315,744
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,867
Additional paid-in capital		149,604,419
Undistributed net investment income		120,867
Accumulated net realized loss on investment and foreign currency transactions		(66,659,818	)
Net unrealized appreciation on investments		18,244,409
	$	101,315,744

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	37,947,432	2,161,421	$	17.56
B	$	63,368,312	3,705,888	$	17.10

See notes to financial statements.

10

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $22,537)	$	1,220,930
Interest		11
		1,220,941
EXPENSES
Advisory fee (see Note B)		679,394
Distribution fee—Class B		140,376
Transfer agency—Class A		3,956
Transfer agency—Class B		6,577
Custodian		85,549
Administrative		80,399
Legal		44,880
Audit		38,416
Printing		10,961
Directors’ fees		3,652
Miscellaneous		5,922
Total expenses		1,100,082
Net investment income		120,859
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(201,798	)
Foreign currency transactions		8
Net change in unrealized appreciation/depreciation of investments		26,308,819
Net gain on investment and foreign currency transactions		26,107,029
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	26,227,888

See notes to financial statements.

11

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	120,859		$	(520,258	)
Net realized loss on investment and foreign currency transactions		(201,790	)		(17,774,738	)
Net change in unrealized appreciation/depreciation of investments		26,308,819			(55,558,865	)
Net increase (decrease) in net assets from operations		26,227,888			(73,853,861	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(12,151,870	)		(36,261,841	)
Total increase (decrease)		14,076,018			(110,115,702	)
NET ASSETS
Beginning of period		87,239,726			197,355,428
End of period (including undistributed net investment income of $120,867 and $0, respectively)	$	101,315,744		$	87,239,726

See notes to financial statements.

12

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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

13

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

date. The disclosure requirements also 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 developed 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 December 31, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

100,917,939

$

–0

–

$

–0

–

$

100,917,939

Short-Term Investments

–0

–

92,000

–0

–

92,000

Total Investments in Securities

100,917,939

92,000

–0

–

101,009,939

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

100,917,939

$

92,000

$

–0

–

$

101,009,939

* 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.

14

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 year ended December 31, 2009, such fee amounted to $80,399.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $210,790, of which $3,525 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 $1,250 for the year ended December 31, 2009.

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.

15

GROWTH 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 year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	176,385,641		$	188,376,309
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	84,392,058
Gross unrealized appreciation	$	16,987,874
Gross unrealized depreciation		(369,993	)
Net unrealized appreciation	$	16,617,881

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

16

AllianceBernstein Variable Products Series Fund

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 year ended December 31, 2009, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2009.

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
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	68,790		93,542		$	967,991		$	1,743,430
Shares redeemed	(484,909	)	(826,834	)		(6,961,806	)		(14,986,519	)
Net decrease	(416,119	)	(733,292	)	$	(5,993,815	)	$	(13,243,089	)
Class B
Shares sold	327,465		172,900		$	4,584,978		$	2,923,873
Shares redeemed	(756,810	)	(1,457,854	)		(10,743,033	)		(25,942,625	)
Net decrease	(429,345	)	(1,284,954	)	$	(6,158,055	)	$	(23,018,752	)

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.

17

GROWTH 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 year ended December 31, 2009.

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.

During the current fiscal year, permanent differences primarily due to the tax treatment of foreign currency resulted in a net increase in undistributed net investment income, and a corresponding net increase to accumulated net realized loss of investment and foreign currency transactions. This reclassification had no effect on net assets.

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 will be documented by a stipulation of settlement and will be submitted for court approval at a

18

AllianceBernstein Variable Products Series Fund

later date. 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 February 12, 2010, the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

19

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

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

See footnote summary on page 21.

20

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$12.88		$22.42		$19.90		$20.15		$18.05
Income From Investment Operations
Net investment income (loss) (a)	.01		(.08	)	(.10	)	(.09	)	(.12	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	4.21		(9.46	)	2.62		(.16	)	2.22
Net increase (decrease) in net asset value from operations	4.22		(9.54	)	2.52		(.25	)	2.10
Net asset value, end of period	$17.10		$12.88		$22.42		$19.90		$20.15
Total Return
Total investment return based on net asset value (b)	32.76	%*	(42.55	)%*	12.66	%	(1.24	)%	11.64	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$63,368		$53,248		$121,521		$131,337		$167,595
Ratio to average net assets of:
Expenses	1.31	%	1.19	%	1.15	%	1.15	%(c)	1.13	%
Net investment income (loss)	.04	%	(.47	)%	(.49	)%	(.47	)%(c)	(.68	)%
Portfolio turnover rate	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) 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 0.41% and 0.03%, respectively.

See notes to financial statements.

21

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of AllianceBernstein Variable Products Series Fund, Inc. and Shareholders of AllianceBernstein Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Growth Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Growth Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

22

GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer	Lisa A. Shalett(2), Vice President P. Scott Wallace(2), Vice President
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer	Vadim Zlotnikov(2), Vice President Emilie D. Wrapp, Secretary
William D. Baird(2), Vice President Frank V. Caruso(2), Vice President	Joseph J. Mantineo, Treasurer and Chief Financial Officer
	Phyllis J. Clarke, Controller
CUSTODIAN AND ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s U.S. Growth senior sector analysts, with oversight by the Adviser’s U.S. Growth Portfolio Oversight Group. Mr. William D. Baird, Mr. Frank V. Caruso, Ms. Lisa A. Shalett, Mr. P. Scott Wallace and Mr. Vadim Zlotnikov are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

23

GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE, (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE, (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP; and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s distinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, N.Y. 10105.

** There is no stated term of office for the Fund’s Directors.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

*** Member of the Fair Value Pricing Committee.

25

GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI, and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
William D. Baird 41	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Frank V. Caruso 53	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Lisa A. Shalett 46	Vice President	Executive Vice President of the Adviser**, with which she has been associated since prior to 2005.
P. Scott Wallace 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Vadim Zlotnikov 47	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

26

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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 02/28/09 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	76.0	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 $91,500 (0.07% 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    0.94% Class B    1.19%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

27

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Portfolio Effective Adv. Fee (%)
Growth Portfolio	$	76.0	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	0.564	0.750

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 the Growth Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the Growth Fund been applicable to the Portfolio:⁵

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	0.750

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

5 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.

28

AllianceBernstein Variable Products Series Fund

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 schedules of the ITM mutual funds that have a somewhat similar investment style as the Portfolio are as follows:

Portfolio	ITM Mutual Fund	Fee (%)
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund Hedged/Unhedged	0.750
	AllianceBernstein U.S. Growth Stock Fund F/FVA6	0.700

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

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

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

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

Portfolio	Contractual Management Fee9	Lipper Exp. Group Median	Rank
Growth Portfolio	0.750	0.751	3/8

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

6 This ITM fund is privately placed or institutional.

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

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

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

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

29

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

during 2008, especially the last three months of 2008, the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹¹

Portfolio	Expense Ratio (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Growth Portfolio	0.939	0.912	6/8	0.873	30/39

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, 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, 2008, ABI received $214,608 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, 2008, the Adviser determined that it made payments in the amount of $491,529 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 $969 from the Portfolio.¹³

11 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.

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

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

30

AllianceBernstein Variable Products Series Fund

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted 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,¹⁴ 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 Deli¹⁵ 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.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $411 billion as of March 31, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

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

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

31

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

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended January 31, 2009.²⁰

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year	–	36.91	–	38.50	–	38.74	2/8	15/50
3 year	–	15.64	–	14.19	–	13.59	7/8	39/48
5 year	–	5.44	–	3.15	–	3.75	7/7	31/39
10 year	–	4.56	–	3.96	–	3.31	2/2	18/23

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)	Annualized			Risk Period (Year)
										Volatility (%)	Sharpe (%)
Growth Portfolio	–	36.91	–	15.64	–	5.44	–	4.56	5.02	19.50	–	0.31	10
Russell 3000 Growth Index22,23	–	36.51	–	11.38	–	4.75	–	5.04	4.33	18.94	–	0.35	10
Inception Date: September 15, 1994

CONCLUSION:

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

Dated: June 1, 2009

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by 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.

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

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

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

22 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009. It should be noted that the inception date of the Portfolio’s benchmark is the nearest month-end after the Portfolio’s inception date. In contrast, the Portfolio’s since inception return goes back to the Portfolio’s actual inception date.

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

23 Effective May 1, 2009, the Portfolio’s benchmark will change from Russell 3000 Index to Russell 1000 Index.

32

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

December 31, 2009

Annual Report

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 AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Growth & Income Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in the equity securities of US companies that AllianceBernstein L.P. (the “Adviser”) believes are undervalued. The Adviser believes that, over time, a company’s stock price will come to reflect its intrinsic economic value. The Adviser uses a disciplined investment process to evaluate the investment opportunity of the companies in the Adviser’s extensive research universe. The Portfolio may invest in companies of any size and in any industry. The Portfolio also invests in high-quality securities of non-US issuers. The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swap agreements.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Value Index, for the one-, five- and 10-year periods ended December 31, 2009.

The Portfolio’s Class A shares outperformed its benchmark for the annual reporting period ended December 31, 2009. For the period, the Portfolio’s largest positive contributor to performance was its position in Wyeth, which was purchased by Pfizer. The Portfolio’s holding in Lorillard, the third largest US tobacco manufacturer, was also a large contributor as better product pricing drove strong fundamental performance. Other strong performers included Joy Global Inc. and Goodrich Corp. These firms are more economically sensitive stocks that benefited from the improved prospects for global growth. Detractors included an underweight position versus the benchmark in Goldman Sachs and JPMorgan Chase, two financial franchises that the Portfolio’s Relative Value Investment Team (the “Team”) continues to harbor concern about long-term profitability and changes to their business models. Also detracting from performance was biotechnology concern Amgen and defense technology company SAIC Inc.

At the sector level, a large overweight in technology meaningfully helped performance, with more modest contributions from an overweight in health care and an underweight in utilities.

MARKET REVIEW AND INVESTMENT STRATEGY

2009 was truly a tale of two different investment environments. With the exception of the first quarter, when higher-quality companies proved to be strong relative performers, stock selection was generally weak. The Portfolio’s focus on cheap companies with strong fundamental success factors (e.g., strong relative earnings revisions) and strong balance sheets helped relative performance earlier in the year, but hurt relative performance later in the year as companies with more speculative fundamental characteristics than the Portfolio owns performed best.

In the Team’s analysis, stock selection detracted in 2009 because it adhered to its style discipline in a period when the market was unusually hostile to the Portfolio’s relative value style.

However, in 2009, quality and momentum were not favorable indicators. High-quality stocks underperformed, and the stocks with the worst performance in 2008 were the best performers in 2009. Furthermore, deep value stocks—those that look most attractive based on price-to-book, price-to-sales and price-to-cash—outperformed relative value stocks—those with the best free cash flow yields and earnings to price—by an extraordinarily wide margin, although over the past 30 years, relative value stocks have outperformed.

The Portfolio offers a compelling mix of companies with better-than-benchmark earnings stability, upward earnings revisions and valuations.

1

GROWTH & INCOME PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Russell 1000 Value Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Index contains those securities in the Russell 1000 Index with a less-than-average growth orientation. The Russell 1000 Index is comprised of 1000 of the largest capitalized companies that are traded in the United States. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

The Portfolio’s assets can be invested in foreign securities, which may magnify asset value fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

2

GROWTH & INCOME PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein Growth & Income Portfolio Class A*	20.82%	-1.49%	2.02%
AllianceBernstein Growth & Income Portfolio Class B*	20.35%	-1.74%	1.76%
Russell 1000 Value Index	19.69%	-0.25%	2.47%
*    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the annual period ended December 31, 2009 by 0.54%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.62% and 0.87% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT 12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Growth & Income Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

3

GROWTH & INCOME PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Growth & Income Portfolio	Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,165.96	$	3.33	0.61	%
Hypothetical (5% return before expenses)	$	1,000	$	1,022.13	$	3.11	0.61	%
Class B
Actual	$	1,000	$	1,163.84	$	4.69	0.86	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.87	$	4.38	0.86	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	51,115,224	4.9	%
Chevron Corp.		40,843,195	3.9
Amgen, Inc.		38,139,494	3.6
Qwest Communications International, Inc.		31,769,081	3.0
Comcast Corp.—Class A		31,291,485	3.0
Philip Morris International, Inc.		29,795,877	2.8
Occidental Petroleum Corp.		29,785,489	2.8
Raytheon Co.		28,254,083	2.7
Axis Capital Holdings Ltd.		23,360,407	2.2
BP PLC (Sponsored ADR)		21,472,088	2.0
	$	325,826,423	30.9	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Energy	$	185,289,801	17.4	%
Health Care		171,819,667	16.1
Financials		156,285,849	14.6
Information Technology		148,424,208	13.9
Industrials		125,263,786	11.7
Consumer Discretionary		110,905,826	10.4
Consumer Staples		70,592,674	6.6
Telecommunication Services		60,920,686	5.7
Materials		10,666,482	1.0
Utilities		4,023,250	0.4
Short-Term Investments		23,425,000	2.2
Total Investments	$	1,067,617,229	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.

5

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.2%
ENERGY–17.6%
ENERGY EQUIPMENT & SERVICES–2.6%
Cameron International Corp.(a)	194,155	$	8,115,679
Dresser-Rand Group, Inc.(a)	91,400		2,889,154
Helmerich & Payne, Inc.	172,700		6,887,276
Noble Corp.	231,540		9,423,678
			27,315,787
OIL, GAS & CONSUMABLE FUELS–15.0%
BP PLC (Sponsored ADR)	370,400		21,472,088
Chevron Corp.	530,500		40,843,195
Exxon Mobil Corp.	749,600		51,115,224
Occidental Petroleum Corp.	366,140		29,785,489
Total SA (Sponsored ADR)	230,450		14,758,018
			157,974,014
			185,289,801
HEALTH CARE–16.3%
BIOTECHNOLOGY–3.6%
Amgen, Inc.(a)	674,200		38,139,494
HEALTH CARE PROVIDERS & SERVICES–6.0%
AmerisourceBergen Corp.–Class A	168,800		4,400,616
Cardinal Health, Inc.	284,100		9,159,384
Medco Health Solutions, Inc.(a)	314,694		20,112,094
Quest Diagnostics, Inc.	138,300		8,350,554
UnitedHealth Group, Inc.	691,000		21,061,680
			63,084,328
LIFE SCIENCES TOOLS & SERVICES–0.9%
Thermo Fisher Scientific, Inc.(a)	202,900		9,676,301
PHARMACEUTICALS–5.8%
Eli Lilly & Co.	433,100		15,466,001
Endo Pharmaceuticals Holdings, Inc.(a)	181,675		3,726,154
Forest Laboratories, Inc.(a)	288,320		9,257,955
Merck & Co., Inc.	358,979		13,117,093
Pfizer, Inc.	1,063,900		19,352,341
			60,919,544
			171,819,667
FINANCIALS–14.9%
CAPITAL MARKETS–3.8%
BlackRock, Inc.–Class A	44,050		10,228,410
The Goldman Sachs Group, Inc.	50,700		8,560,188
Morgan Stanley	205,700		6,088,720
SEI Investments Co.	345,700		6,056,664
State Street Corp.	192,800		8,394,512
			39,328,494

Company	Shares	U.S. $ Value
COMMERCIAL BANKS–0.3%
Wells Fargo & Co.	129,500	$	3,495,205
DIVERSIFIED FINANCIAL SERVICES–3.3%
Bank of America Corp.	493,300		7,429,098
IntercontinentalExchange, Inc.(a)	66,800		7,501,640
JP Morgan Chase & Co.	469,000		19,543,230
			34,473,968
INSURANCE–7.5%
ACE Ltd.	175,890		8,864,856
Arch Capital Group Ltd.(a)	224,494		16,062,546
Axis Capital Holdings Ltd.	822,260		23,360,407
Loews Corp.	172,370		6,265,649
RenaissanceRe Holdings Ltd.	75,480		4,011,762
Transatlantic Holdings, Inc.	119,800		6,242,778
The Travelers Co., Inc.	284,400		14,180,184
			78,988,182
			156,285,849
INFORMATION TECHNOLOGY–14.1%
COMMUNICATIONS EQUIPMENT–1.0%
Cisco Systems, Inc.(a)	259,100		6,202,854
F5 Networks, Inc.(a)	75,560		4,003,169
			10,206,023
COMPUTERS & PERIPHERALS–3.3%
Dell, Inc.(a)	1,151,600		16,536,976
EMC Corp.(a)	1,025,600		17,917,232
			34,454,208
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
Arrow Electronics, Inc.(a)	354,293		10,490,616
INTERNET SOFTWARE & SERVICES–0.5%
AOL, Inc.(a)	57,509		1,338,809
Ebay, Inc.(a)	175,900		4,140,686
			5,479,495
IT SERVICES–4.4%
Accenture PLC	146,618		6,084,647
Amdocs Ltd.(a)	422,800		12,062,484
Broadridge Financial Solutions, Inc.	170,500		3,846,480
Hewitt Associates, Inc.–Class A(a)	180,200		7,615,252
SAIC, Inc.(a)	903,400		17,110,396
			46,719,259
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.8%
Texas Instruments, Inc.	733,900		19,125,434

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
SOFTWARE–2.1%
Oracle Corp.	331,800	$	8,142,372
Sybase, Inc.(a)	150,400		6,527,360
Symantec Corp.(a)	406,900		7,279,441
			21,949,173
			148,424,208
INDUSTRIALS–11.9%
AEROSPACE & DEFENSE–5.5%
Goodrich Corp.	125,300		8,050,525
ITT Corp.	110,600		5,501,244
L-3 Communications Holdings, Inc.	72,160		6,274,312
Raytheon Co.	548,410		28,254,083
United Technologies Corp.	137,900		9,571,639
			57,651,803
CONSTRUCTION & ENGINEERING–2.7%
Fluor Corp.	71,080		3,201,443
Foster Wheeler AG(a)	268,300		7,898,752
URS Corp.(a)	394,200		17,549,784
			28,649,979
ELECTRICAL EQUIPMENT–1.8%
Emerson Electric Co.	215,800		9,193,080
Hubbell, Inc.–Class B	202,420		9,574,466
			18,767,546
MACHINERY–1.9%
Dover Corp.	400,100		16,648,161
Joy Global, Inc.	68,740		3,546,297
			20,194,458
			125,263,786
CONSUMER DISCRETIONARY–10.5%
DIVERSIFIED CONSUMER SERVICES–1.3%
Apollo Group, Inc.– Class A(a)	218,765		13,252,784
MEDIA–6.5%
Comcast Corp.–Class A	1,855,960		31,291,485
Time Warner, Inc.	632,606		18,434,139
Viacom, Inc.–Class B(a)	649,500		19,309,635
			69,035,259
MULTILINE RETAIL–1.5%
Dollar Tree, Inc.(a)	198,300		9,577,890
Kohl’s Corp.(a)	112,400		6,061,732
			15,639,622
SPECIALTY RETAIL–1.2%
Advance Auto Parts, Inc.	92,180		3,731,446
Ross Stores, Inc.	216,500		9,246,715
			12,978,161
			110,905,826

Company	Shares		U.S. $ Value
CONSUMER STAPLES–6.7%
FOOD PRODUCTS–1.7%
Archer-Daniels-Midland Co.		425,800	$	13,331,798
ConAgra Foods, Inc.		177,755		4,097,252
				17,429,050
HOUSEHOLD PRODUCTS–0.8%
Kimberly-Clark Corp.		135,500		8,632,705
TOBACCO–4.2%
Lorillard, Inc.		183,660		14,735,042
Philip Morris International, Inc.		618,300		29,795,877
				44,530,919
				70,592,674
TELECOMMUNICATION SERVICES–5.8%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.8%
AT&T, Inc.		645,200		18,084,956
CenturyTel, Inc.		108,620		3,933,130
Qwest Communications International, Inc.		7,546,100		31,769,081
Verizon Communications, Inc.		215,319		7,133,519
				60,920,686
MATERIALS–1.0%
CHEMICALS–1.0%
CF Industries Holdings, Inc.		77,500		7,035,450
Terra Industries, Inc.		112,800		3,631,032
				10,666,482
UTILITIES–0.4%
MULTI-UTILITIES–0.4%
Public Service Enterprise Group, Inc.		121,000		4,023,250
Total Common Stocks (cost $922,785,075)				1,044,192,229
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.2%
TIME DEPOSIT–2.2%
State Street Time Deposit 0.01%, 1/04/10 (cost $23,425,000)	$	23,425		23,425,000
TOTAL INVESTMENTS–101.4% (cost $946,210,075)				1,067,617,229
Other assets less liabilities–(1.4)%				(14,998,971	)
NET ASSETS–100.0%			$	1,052,618,258

7

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

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $946,210,075)	$	1,067,617,229
Cash		570
Dividends and interest receivable		1,332,679
Receivable for capital stock sold		185,820
Total assets		1,069,136,298
LIABILITIES
Payable for investment securities purchased		14,244,428
Payable for capital stock redeemed		1,324,723
Advisory fee payable		492,932
Distribution fee payable		178,291
Administrative fee payable		20,670
Transfer Agent fee payable		132
Accrued expenses		256,864
Total liabilities		16,518,040
NET ASSETS	$	1,052,618,258
COMPOSITION OF NET ASSETS
Capital stock, at par	$	69,676
Additional paid-in capital		1,428,329,204
Accumulated net realized loss on investment transactions		(497,187,776	)
Net unrealized appreciation on investments		121,407,154
	$	1,052,618,258

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	215,084,939	14,148,907	$	15.20
B	$	837,533,319	55,527,160	$	15.08

See notes to financial statements.

9

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $362,705)	$	21,884,581
Interest		934
		21,885,515
EXPENSES
Advisory fee (see Note B)		5,444,254
Distribution fee—Class B		1,966,477
Transfer agency—Class A		3,541
Transfer agency—Class B		13,707
Printing		407,103
Custodian		182,283
Administrative		79,420
Legal		54,590
Audit		39,704
Directors’ fees		3,698
Miscellaneous		32,726
Total expenses		8,227,503
Net investment income		13,658,012
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized loss on investment transactions		(115,067,526	)
Net change in unrealized appreciation/depreciation of investments		284,082,809
Net gain on investment transactions		169,015,283
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	182,673,295

See notes to financial statements.

10

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	13,658,012		$	22,390,737
Net realized loss on investment transactions		(115,067,526	)		(378,196,121	)
Net change in unrealized appreciation/depreciation of investments		284,082,809			(448,327,173	)
Contributions from Adviser (see Note B)		–0	–		11,869
Net increase (decrease) in net assets from operations		182,673,295			(804,120,688	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(8,556,135	)		(6,963,791	)
Class B		(27,674,199	)		(22,799,055	)
Net realized gain on investment transactions
Class A		–0	–		(59,285,910	)
Class B		–0	–		(235,239,159	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(125,738,477	)		(54,046,163	)
Total increase (decrease)		20,704,484			(1,182,454,766	)
NET ASSETS
Beginning of period		1,031,913,774			2,214,368,540
End of period (including undistributed net investment income of $0 and $22,390,737, respectively)	$	1,052,618,258		$	1,031,913,774

See notes to financial statements.

11

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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 date. The disclosure requirements also establish a framework for measuring fair value, and a three-level hierarchy for fair

12

AllianceBernstein Variable Products Series Fund

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 developed 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 December 31, 2009:

Level 1

Level 2

Level 3

Total

Investments in Securities

Common Stocks

$

1,044,192,229

$

–0

–

$

–0

–

$

1,044,192,229

Short-Term Investments

–0

–

23,425,000

–0

–

23,425,000

Total Investments in Securities

1,044,192,229

23,425,000

–0

–

1,067,617,229

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

1,044,192,229

$

23,425,000

$

–0

–

$

1,067,617,229

* 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.

13

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.

During the year ended December 31, 2008, and in response to the Independent Directors’ request, the Adviser made a payment of $11,869 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2009, such fee amounted to $79,420.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $2,249,648, of which $277,188 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 $1,250 for the year ended December 31, 2009.

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.

14

AllianceBernstein Variable Products Series Fund

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	1,208,879,940		$	1,352,023,545
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	963,499,985
Gross unrealized appreciation	$	112,985,434
Gross unrealized depreciation		(8,868,190	)
Net unrealized appreciation	$	104,117,244

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

15

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	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 year ended December 31, 2009, the Portfolio had no transactions in written options.

The Portfolio did not engage in derivatives transactions for the year ended December 31, 2009.

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
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	2,316,617		1,422,289		$	30,462,102		$	26,884,551
Shares issued in reinvestment of dividends and distributions	608,547		3,373,203			8,556,135			66,249,701
Shares redeemed	(4,947,858	)	(5,634,317	)		(66,046,095	)		(106,311,617	)
Net decrease	(2,022,694	)	(838,825	)	$	(27,027,858	)	$	(13,177,365	)
Class B
Shares sold	2,377,398		1,933,193		$	31,795,717		$	34,213,413
Shares issued in reinvestment of dividends and distributions	1,981,677		13,259,929			27,674,199			258,038,214
Shares redeemed	(12,060,791	)	(18,180,823	)		(158,180,535	)		(333,120,425	)
Net decrease	(7,701,716	)	(2,987,701	)	$	(98,710,619	)	$	(40,868,798	)

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 year ended December 31, 2009.

NOTE H : Distributions to Shareholders

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.

During the current fiscal year, permanent differences primarily due to an excess distribution resulted in a net decrease in distribution in excess of net investment income and a net decrease to additional paid in capital. This reclassification had no effect on net assets.

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

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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 February 12, 2010, 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

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

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

See footnote summary on page 20.

19

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

* 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 0.54% 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.

20

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of

AllianceBernstein Variable Products Series Fund, Inc.

and Shareholders of AllianceBernstein Growth & Income Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Growth & Income Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Growth & Income Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

21

TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For corporate shareholders, 100% of the total ordinary income distribution paid during the fiscal year ended December 31, 2009 qualifies for the corporate dividends received deduction.

22

GROWTH & INCOME PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Frank V. Caruso(2), Vice President	Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by Mr. Frank V. Caruso, a member of the Adviser’s Relative Value Investment Team.

23

GROWTH & INCOME PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS,* AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

24

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS,* AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995-2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

*** Member of the Fair Value Pricing Committee.

25

GROWTH & INCOME PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS,* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and the head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of AllianceBernstein’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in AllianceBernstein’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Frank V. Caruso 53	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS and ABI are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

26

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and 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 02/28/09 ($MIL)		Portfolio
Value	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	839.6	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 $91,500 (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    0.62% Class B    0.87%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

27

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients 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 and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	$	839.6	Relative Value Schedule	0.284	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 Growth & Income Fund, Inc. (“Growth & Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of AllianceBernstein Growth & Income Fund, Inc.⁵ 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.	0.550% on first $2.5 billion 0.450% on next $2.5 billion 0.400% on the balance	0.750	0.550

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

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

28

AllianceBernstein Variable Products Series Fund

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and 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	1.50	%
Class I (Institutional)	0.70	%

The Adviser provides sub-advisory investment 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 following fees for each of these sub-advisory relationships. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Effective Fee (%)	Effective Portfolio Adv. Fee (%)
Growth & Income Portfolio	Client No. 1	0.30% on first $1 billion 0.25% on next $500 million 0.20% thereafter	0.300	0.550
	Client No.26	0.30%	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.

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

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

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

6 The client is an affiliate of the Adviser.

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

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

29

GROWTH & INCOME 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 Fee9	Lipper Exp. Group Median	Rank
Growth & Income Portfolio10	0.550	0.563	6/12

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹¹ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹²

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 funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 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
Growth & Income Portfolio15	0.618	0.600	9/12	0.789	20/115

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

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

10 The Portfolio’s EG includes the Portfolio, five other variable insurance product (“VIP”) Large-Cap Value funds (“LCVE”) and six VIP Large-Cap Core funds (“LCCE”).

11 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.

12 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.

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.

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

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP LCVE and LCCE funds, excluding outliers.

30

AllianceBernstein Variable Products Series Fund

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $3,154,150 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, 2008, the Adviser determined that it made payments in the amount of $119,023 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 $969 from the Portfolio.¹⁶

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁷ 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 Deli¹⁸ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two

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

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

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

31

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

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 $411 billion as of March 31, 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, 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, 2009.²²

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–39.29	–40.52	–40.87	2/6	21/59
3 year	–11.77	–13.21	–12.54	2/6	20/56
5 year	–4.25	–4.39	–4.21	2/5	26/48
10 year	0.65	0.65	–0.35	3/5	7/25

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, 2009 Annualized Performance

1 Year (%)

3 Year (%)

5 Year (%)

10 Year (%)

Since Inception (%)

Annualized

Risk Period (Year)

Volatility (%)

Sharpe (%)

Growth & Income Portfolio

–39.29

–11.77

–4.25

0.65

7.23

16.43

–0.08

10

Russell 1000 Value Index

–41.78

–13.09

–3.52

0.05

8.76

14.94

–0.15

10

Inception Date: January 14, 1991

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.

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, 2009.

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.

32

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 1, 2009

33

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

December 31, 2009

Annual Report

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	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Global Thematic Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009. Effective May 1, 2009, the Portfolio changed its name from AllianceBernstein Global Technology Portfolio to AllianceBernstein Global Thematic Growth Portfolio, eliminated its policy to invest at least 80% of its assets in companies expected to derive a substantial portion of their revenue from products and services in technology-related industries and/or to benefit from technological advances and improvements, and adopted its current investment strategy. The performance information shown below is for periods prior to implementation of these changes as well as for the period post-implementation, and may not be representative of performance the Portfolio will achieve under its new policies.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio pursues opportunistic growth by investing in a global universe of companies in multiple industries that may benefit from innovation. AllianceBernstein L.P. (the “Adviser”) employs a combination of “top-down” and “bottom-up” investment processes with the goal of identifying the most attractive securities worldwide, fitting into the Portfolio’s broader themes. Drawing on the global fundamental and quantitative research capabilities of the Adviser, and its economists’ macroeconomic insights, the Portfolio’s investment strategy seeks to identify long-term trends that will affect multiple industries. The Adviser will assess the effects of these trends, in the context of the business cycle, on entire industries and on individual companies. The Adviser normally considers a universe of approximately 2,600 mid-to large-capitalization companies worldwide for investment.

The Portfolio invests in securities issued by US and non-US companies from multiple industry sectors in an attempt to maximize opportunity, which should also tend to reduce risk. The Portfolio invests in both developed and emerging market countries and may invest without limit in securities of issuers in any one country. The percentage of the Portfolio’s assets invested in securities of companies in a particular country or denominated in a particular currency varies in accordance with the Adviser’s assessment of the appreciation potential of such securities.

The Portfolio may invest in any company and industry and in any type of security, listed and unlisted, with potential for capital appreciation. It invests in well-known, established companies as well as new, smaller or less-seasoned companies. Investments in new, smaller or less-seasoned companies may offer more reward but also may entail more risk than is generally true of larger, established companies. The Portfolio may also invest in synthetic foreign equity securities, real estate investment trusts and zero coupon bonds. Normally, the Portfolio invests in about 60-80 companies.

INVESTMENT RESULTS

The table on page 4 shows the Portfolio’s performance compared to its current benchmark, the Morgan Stanley Capital International (MSCI) All Country (AC) World Index (net) (the “Current Benchmark”), as well as its previous benchmark, the MSCI World Index (net) (the “Previous Benchmark”) for the one-, five- and 10-year periods ended December 31, 2009.

The Portfolio outperformed the current benchmark for the six-month period ended December 31, 2009 and, without fees, was essentially flat with the benchmark since May 1, 2009. As previously mentioned, at this time the Portfolio’s benchmark changed from the MSCI World Index to the MSCI AC World Index. Relative performance compared to the benchmark was driven almost equally by sector and security selection. Specifically, strong security selection in technology and consumer staples was offset by disappointing stock selection in health care, industrials and materials. Regionally, the Portfolio’s overweights in China, Hong Kong and Brazil helped performance, as did the Portfolio’s underweight in much of developed Europe and stock selection within Japan.

The Portfolio had a turnover ratio of 215% for the reporting period. The Portfolio’s ratio includes nearly 100% additional turnover due to the Portfolio’s transition from Variable Product Series Fund Technology Portfolio to Variable Product Series Fund Global Thematic Growth Portfolio during the period.

MARKET REVIEW AND INVESTMENT STRATEGY

The six-month period ended December 31, 2009, was an encouraging one for equity investors. As global macroeconomic conditions stabilized, and then improved, investors continued to move back into risky assets. While fixed-income enjoyed most of the asset flows, most cyclically exposed equities saw rapid price appreciation as well.

Materials, information technology, consumer discretionary and industrial stocks all outperformed the MSCI AC World Index, and the Portfolio was overweight in three of these four sectors. In short, the Portfolio’s Global Thematic Growth Portfolio Oversight Group’s decision to increase cyclical exposures late in 2008—anticipating a bottoming process in the global economy—was critical to

1

AllianceBernstein Variable Products Series Fund

the Portfolio’s outperformance from May through December 2009. Emerging markets proved especially resilient during this period, as China, Brazil and India essentially averted a major recession. Stocks with principal economic exposure to China and India accounted for five of the top 10 contributors to performance in the six-month period ended December 31, 2009.

2

GLOBAL THEMATIC GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

Neither the unmanaged Morgan Stanley Capital International (MSCI) All Country (AC) World Index (net) nor the unmanaged MSCI World Index (net) reflects fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World Index (net) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets. The MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance in developed market countries. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

The MSCI AC World Index and MSCI World Index values are calculated using net returns. Index values are calculated using net and gross returns. Net returns approximate the minimum possible dividend reinvestment—the dividend reinvested after deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

A Word About Risk

The Portfolio may invest in foreign securities. Foreign markets can be more volatile than the US market due to increased risks of adverse issuer, political, regulatory, market or economic developments. The Portfolio can invest in emerging market securities. These securities may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign (non-US) countries. In addition, because the Portfolio will invest in foreign currency-denominated securities, fluctuations in the value of the Portfolio’s investments may be magnified by changes in foreign exchange rates. The Portfolio may invest in small- and mid-cap companies. Investments in small-cap companies tend to be more volatile than investments in mid- or large-cap companies. The Portfolio’s investments in smaller capitalization companies may have additional risks because these companies often have limited product lines. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

3

GLOBAL THEMATIC GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARKS	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein Global Thematic Growth Portfolio Class A*	53.49%	1.84%	-5.48%
AllianceBernstein Global Thematic Growth Portfolio Class B*	53.14%	1.62%	-5.70%
Current Benchmark: MSCI AC World Index (net)	34.63%	3.10%	0.42%
Previous Benchmark: MSCI World Index (net)	29.99%	2.01%	-0.24%
* 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, 2009, by 0.15%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.04% and 1.29% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Global Thematic Growth Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s current benchmark, the MSCI AC World Index, and its previous benchmark, the MSCI World Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

4

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,261.69	$	5.64	0.99	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.21	$	5.04	0.99	%
Class B
Actual	$	1,000	$	1,260.79	$	7.07	1.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.95	$	6.31	1.24	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

5

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Impala Platinum Holdings Ltd.	$	3,743,040	1.8	%
Barrick Gold Corp.		3,685,968	1.8
Illumina, Inc.		3,635,090	1.8
Denbury Resources, Inc.		3,599,360	1.7
Rio Tinto PLC		3,536,145	1.7
Agnico Eagle Mines Ltd.		3,534,714	1.7
Perdigao SA (Sponsored ADR)		3,424,998	1.7
Shaw Group, Inc.		3,404,000	1.6
Yuanta Financial Holding Co. Ltd.		3,249,475	1.6
Schlumberger Ltd.		3,247,991	1.6
	$	35,060,781	17.0	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	38,828,329	18.9	%
Industrials		31,640,733	15.4
Information Technology		27,478,976	13.3
Energy		26,404,822	12.8
Health Care		21,613,870	10.5
Consumer Discretionary		21,257,577	10.3
Materials		19,758,714	9.6
Consumer Staples		11,064,427	5.4
Telecommunication Services		7,221,613	3.5
Short-Term Investments		698,000	0.3
Total Investments	$	205,967,061	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.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	79,885,955	38.8	%
Japan		15,397,717	7.5
China		12,506,777	6.1
Canada		12,103,495	5.9
Brazil		11,620,479	5.6
Hong Kong		10,617,324	5.2
United Kingdom		8,457,766	4.1
India		6,616,447	3.2
Switzerland		6,592,267	3.2
South Korea		5,981,710	2.9
Germany		5,491,524	2.7
France		4,829,048	2.3
Singapore		4,408,375	2.1
Other*		20,760,177	10.1
Short-Term Investments		698,000	0.3
	$	205,967,061	100.0	%

* “Other” country weightings represent 2.1% or less in the following countries: Australia, Indonesia, Israel, Italy, Netherlands, South Africa and Taiwan.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.2%
FINANCIALS–18.8%
CAPITAL MARKETS–8.1%
Credit Suisse Group AG (Sponsored ADR)	52,000	$	2,556,320
The Goldman Sachs Group, Inc.	14,800		2,498,832
Greenhill & Co., Inc.	39,500		3,169,480
Nomura Holdings, Inc.	382,600		2,845,271
TD Ameritrade Holding Corp.(a)	122,200		2,368,236
Yuanta Financial Holding Co. Ltd.	4,441,000		3,249,475
			16,687,614
COMMERCIAL BANKS–4.8%
Itau Unibanco Holding SA (ADR)	125,570		2,868,019
Shinhan Financial Group Co. Ltd.(a)	57,210		2,117,003
Standard Chartered PLC	110,465		2,788,791
United Overseas Bank Ltd.	152,000		2,115,802
			9,889,615
INSURANCE–1.0%
China Life Insurance Co. Ltd.–Class H	428,000		2,097,051
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.9%
Capitamalls Asia Ltd.(a)	1,268,000		2,292,572
Ciputra Development Tbk PT(a)	20,473,500		1,055,622
Kerry Properties Ltd.	453,500		2,293,813
Sun Hung Kai Properties Ltd.	167,000		2,483,143
			8,125,150
THRIFTS & MORTGAGE FINANCE–1.0%
Housing Development Finance Corp.	35,300		2,028,899
			38,828,329
INDUSTRIALS–15.3%
CONSTRUCTION & ENGINEERING–3.6%
GS Engineering & Construction Corp.(a)	21,810		2,022,200
Irb Infrastructure Developer	153,567		809,454
IVRCL Infrastructures and Projects Ltd.	152,300		1,142,558
Shaw Group, Inc.(a)	118,400		3,404,000
			7,378,212
ELECTRICAL EQUIPMENT–3.4%
A123 Systems, Inc.(a)	130,700		2,932,908
ABB Ltd. (Sponsored ADR)	132,300		2,526,930
Emerson Electric Co.	38,200		1,627,320
			7,087,158

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–1.3%
Jaiprakash Associates Ltd.	836,700	$	2,635,537
MACHINERY–4.8%
Danaher Corp.	26,900		2,022,880
The Japan Steel Works Ltd.	211,000		2,690,474
NGK Insulators Ltd.	106,000		2,318,156
Weg SA	274,900		2,905,319
			9,936,829
MARINE–1.1%
China COSCO Holdings Co. Ltd.–Class H	1,957,500		2,385,109
ROAD & RAIL–1.1%
Canadian National Railway Co.	40,800		2,217,888
			31,640,733
INFORMATION TECHNOLOGY–13.3%
COMMUNICATIONS EQUIPMENT–2.5%
Juniper Networks, Inc.(a)	94,000		2,506,980
QUALCOMM, Inc.	59,900		2,770,974
			5,277,954
COMPUTERS & PERIPHERALS–2.4%
Apple, Inc.(a)	11,000		2,319,460
Toshiba Corp.(a)	471,000		2,613,532
			4,932,992
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%
Byd Co. Ltd.–Class H(a)	172,000		1,508,813
INTERNET SOFTWARE & SERVICES–3.1%
Equinix, Inc.(a)	22,000		2,335,300
Rackspace Hosting, Inc.(a)	79,600		1,659,660
Tencent Holdings Ltd.	108,400		2,347,227
			6,342,187
SOFTWARE–4.6%
Red Hat, Inc.(a)	83,300		2,573,970
Salesforce.com, Inc.(a)	34,800		2,567,196
Shanda Interactive Entertainment Ltd. (Sponsored ADR)(a)	41,400		2,178,054
VMware, Inc.–Class A(a)	49,500		2,097,810
			9,417,030
			27,478,976
ENERGY–12.8%
ENERGY EQUIPMENT & SERVICES–5.2%
National Oilwell Varco, Inc.	54,300		2,394,087
Saipem SpA	63,169		2,179,990
Schlumberger Ltd.	49,900		3,247,991
WorleyParsons Ltd.	110,600		2,871,796
			10,693,864

8

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–7.6%
Cameco Corp.	82,143	$	2,664,925
Denbury Resources, Inc.(a)	243,200		3,599,360
EXCO Resources, Inc.	96,300		2,044,449
Occidental Petroleum Corp.	35,000		2,847,250
Petroleo Brasileiro SA (Sponsored ADR)	50,800		2,422,144
Tullow Oil PLC	101,658		2,132,830
			15,710,958
			26,404,822
HEALTH CARE–10.4%
BIOTECHNOLOGY–3.1%
Cepheid, Inc.(a)	122,500		1,528,800
Genomic Health, Inc.(a)	147,100		2,877,276
Gilead Sciences, Inc.(a)	45,200		1,956,256
			6,362,332
HEALTH CARE PROVIDERS & SERVICES–1.0%
Medco Health Solutions, Inc.(a)	34,500		2,204,895
HEALTH CARE TECHNOLOGY–1.2%
athenahealth, Inc.(a)	56,700		2,565,108
LIFE SCIENCES TOOLS & SERVICES–3.2%
Illumina, Inc.(a)	118,600		3,635,090
Qiagen NV(a)	130,900		2,921,688
			6,556,778
PHARMACEUTICALS–1.9%
Roche Holding AG	8,824		1,509,017
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	43,000		2,415,740
			3,924,757
			21,613,870
CONSUMER DISCRETIONARY–10.3%
AUTO COMPONENTS–1.0%
Johnson Controls, Inc.	78,200		2,130,168
AUTOMOBILES–3.7%
Hyundai Motor Co.(a)	17,800		1,842,507
Toyota Motor Corp.(Sponsored ADR)	32,900		2,768,864
Volkswagen AG	32,800		3,093,927
			7,705,298
HOTELS, RESTAURANTS & LEISURE–2.0%
Ctrip.com International Ltd. (ADR)(a)	27,700		1,990,522
Yum! Brands, Inc.	59,700		2,087,709
			4,078,231
INTERNET & CATALOG RETAIL–1.2%
Amazon.Com, Inc.(a)	18,500		2,488,620

Company	Shares	U.S. $ Value
MEDIA–2.4%
Publicis Groupe	65,000	$	2,642,910
The Walt Disney Co.	68,600		2,212,350
			4,855,260
			21,257,577
MATERIALS–9.5%
CHEMICALS–2.5%
Linde AG	19,900		2,397,597
Monsanto Co.	35,000		2,861,250
			5,258,847
METALS & MINING–7.0%
Agnico Eagle Mines Ltd.	58,200		3,167,514
Agnico Eagle Mines Ltd. (ADR)	6,800		367,200
Barrick Gold Corp.	93,600		3,685,968
Impala Platinum Holdings Ltd.	136,936		3,743,040
Rio Tinto PLC	65,488		3,536,145
			14,499,867
			19,758,714
CONSUMER STAPLES–5.3%
BEVERAGES–1.1%
Heckmann Corp.(a)	471,000		2,350,290
FOOD PRODUCTS–3.1%
Chaoda Modern Agriculture Holdings Ltd.	2,908,000		3,103,000
Perdigao SA (Sponsored ADR)(a)	65,400		3,424,998
			6,527,998
PERSONAL PRODUCTS–1.1%
L’Oreal SA	19,574		2,186,139
			11,064,427
TELECOMMUNICATION SERVICES–3.5%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.5%
China Unicom Hong Kong Ltd. (ADR)	208,800		2,737,368
Telekomunikasi Indonesia Tbk PT	2,333,500		2,322,825
			5,060,193
WIRELESS TELECOMMUNICATION SERVICES–1.0%
Softbank Corp.	92,200		2,161,420
			7,221,613
Total Common Stocks (cost $168,113,824)			205,269,061

9

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

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.4%
TIME DEPOSIT–0.4%
State Street Time Deposit 0.01%, 1/04/10 (cost $698,000)	$	698	$	698,000
TOTAL INVESTMENTS–99.6% (cost $168,811,824)				205,967,061
Other assets less liabilities–0.4%				927,372
NET ASSETS–100.0%			$	206,894,433

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 1/15/10	5,532	$	4,874,798	$	4,964,111	$	89,313
British Pound settling 1/15/10	5,319		8,448,380		8,590,773		142,393
Canadian Dollar settling 1/15/10	620		584,867		592,825		7,958
Canadian Dollar settling 1/15/10	1,772		1,675,793		1,694,333		18,540
Euro settling 1/15/10	10,872		15,946,180		15,585,415		(360,765	)
Euro settling 1/15/10	1,066		1,596,207		1,528,150		(68,057	)
Japanese Yen settling 1/15/10	110,818		1,211,788		1,189,926		(21,862	)
Japanese Yen settling 1/15/10	119,300		1,326,528		1,281,003		(45,525	)
Norwegian Krone settling 1/15/10	2,744		478,883		473,732		(5,151	)
Swedish Krona settling 1/15/10	11,641		1,655,743		1,627,140		(28,603	)
Swiss Franc settling 1/15/10	875		860,873		845,913		(14,960	)
Sale Contracts:
Australian Dollar settling 1/15/10	1,566		1,413,863		1,405,242		8,621
Australian Dollar settling 1/15/10	3,966		3,619,768		3,558,869		60,899
Brazilian Real settling 1/05/10	148		84,846		84,788		58
British Pound settling 1/15/10	2,088		3,445,931		3,372,351		73,580
British Pound settling 1/15/10	1,911		3,175,490		3,086,477		89,013
Canadian Dollar settling 1/15/10	1,772		1,652,985		1,694,333		(41,348	)
Canadian Dollar settling 1/15/10	620		578,358		592,825		(14,467	)
Euro settling 1/15/10	2,335		3,484,030		3,347,309		136,721
Euro settling 1/15/10	3,397		5,103,789		4,869,726		234,063
Euro settling 1/15/10	2,618		3,952,604		3,753,000		199,604
Japanese Yen settling 1/15/10	119,300		1,311,594		1,281,002		30,592
Japanese Yen settling 1/15/10	110,818		1,218,343		1,189,926		28,417
Norwegian Krone settling 1/15/10	2,744		483,823		473,733		10,090
Swedish Krona settling 1/15/10	11,641		1,667,192		1,627,140		40,052
Swiss Franc settling 1/15/10	875		871,896		845,913		25,983

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

10

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $168,811,824)	$	205,967,061
Cash		9,903
Foreign currencies, at value (cost $655,223)		656,152
Unrealized appreciation of forward currency exchange contracts		1,195,897
Receivable for investment securities sold and foreign currency transactions		508,876
Dividends and interest receivable		103,868
Receivable for capital stock sold		45,323
Total assets		208,487,080
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		600,738
Payable for capital stock redeemed		434,775
Payable for investment securities purchased		317,342
Advisory fee payable		130,018
Distribution fee payable		29,472
Administrative fee payable		21,240
Transfer Agent fee payable		125
Accrued expenses		58,937
Total liabilities		1,592,647
NET ASSETS	$	206,894,433
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,568
Additional paid-in capital		410,181,787
Undistributed net investment income		3,043,584
Accumulated net realized loss on investment and foreign currency transactions		(244,096,152	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		37,752,646
	$	206,894,433

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	65,358,067	3,905,545	$	16.73
B	$	141,536,366	8,662,662	$	16.34

See notes to financial statements.

11

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $98,102)	$	2,437,295
Interest		173
	$	2,437,468
EXPENSES
Advisory fee (see Note B)		1,207,404
Distribution fee—Class B		275,358
Transfer agency—Class A		3,091
Transfer agency—Class B		6,658
Custodian		122,168
Administrative		79,740
Printing		67,397
Legal		57,890
Audit		40,080
Directors’ fees		3,605
Miscellaneous		14,459
Total expenses		1,877,850
Net investment income		559,618
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(3,644,042	)
Foreign currency transactions		2,519,000
Net change in unrealized appreciation/depreciation of:
Investments		68,043,005
Foreign currency denominated assets and liabilities		599,216
Net gain on investment and foreign currency transactions		67,517,179
Contributions from Adviser (see Note B)		19,268
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	68,096,065

See notes to financial statements.

12

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	559,618		$	(332,124	)
Net realized loss on investment and foreign currency transactions		(1,125,042	)		(45,118,780	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		68,642,221			(77,916,590	)
Contributions from Adviser (see Note B)		19,268			2,781
Net increase (decrease) in net assets from operations		68,096,065			(123,364,713	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		13,985,231			(37,215,115	)
Total increase (decrease)		82,081,296			(160,579,828	)
NET ASSETS
Beginning of period		124,813,137			285,392,965
End of period (including accumulated net investment income/(loss) of $3,043,584 and ($35,034), respectively)	$	206,894,433		$	124,813,137

See notes to financial statements.

13

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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 disclosure requirements also 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

14

AllianceBernstein Variable Products Series Fund

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 developed 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 December 31, 2009:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks
Financials	$	15,753,459		$	23,074,870		$	–0	–	$	38,828,329
Industrials		17,637,245			14,003,488			–0	–		31,640,733
Information Technology		21,009,404			6,469,572			–0	–		27,478,976
Energy		19,220,206			7,184,616			–0	–		26,404,822
Health Care		20,104,853			1,509,017			–0	–		21,613,870
Consumer Discretionary		13,678,233			7,579,344			–0	–		21,257,577
Materials		10,081,932			9,676,782			–0	–		19,758,714
Consumer Staples		5,775,288			5,289,139			–0	–		11,064,427
Telecommunication Services		2,737,368			4,484,245			–0	–		7,221,613
Short-Term Investments		–0	–		698,000			–0	–		698,000
Total Investments in Securities		125,997,988			79,969,073	+		–0	–		205,967,061
Other Financial Instruments*:
Assets		–0	–		1,195,897			–0	–		1,195,897
Liabilities		–0	–		(600,738	)		–0	–		(600,738	)
Total	$	125,997,988		$	80,564,232		$	–0	–	$	206,562,220

* 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 Porfolio values its securities which may materially affect the value of securities trading in such markets. To account for this, the Porfolio 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 Porfolio’s investments are categorized as Level 2 investments.

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent 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.

15

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

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.

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.

During the year ended December 31, 2008, and in response to the Independent Directors’ request, the Adviser made a payment of $2,781 to the Portfolio in connection with an error made by the Adviser in processing a claim for class action settlement proceeds on behalf of the Portfolio.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the year ended December 31, 2009, such fee amounted to $79,740.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $600,953, of which $1,312 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 $1,250 for the year ended December 31, 2009.

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

16

AllianceBernstein Variable Products Series Fund

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 year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	360,097,963		$	335,921,409
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Cost	$	170,905,832
Gross unrealized appreciation	$	37,247,673
Gross unrealized depreciation		(2,186,444	)
Net unrealized appreciation	$	35,061,229

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”.

17

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

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of 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 year ended December 31, 2009, the Portfolio had no transactions in written options.

At December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	1,195,897	Unrealized depreciation of forward currency exchange contracts	$	600,738
Total		$	1,195,897		$	600,738

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives	Realized Gain 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	$	2,769,812		$595,159
Total		$	2,769,812	$	595,159

For the year ended December 31, 2009, the average monthly principal amount of foreign currency exchange contracts was $28,387,834.

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).

18

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
	Year Ended December 31, 2009		Year Ended December 31 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	982,698		288,728		$	13,729,875		$	4,632,451
Shares redeemed	(739,230	)	(1,161,277	)		(9,788,412	)		(18,867,326	)
Net increase (decrease)	243,468		(872,549	)	$	3,941,463		$	(14,234,875	)
Class B
Shares sold	2,920,800		1,925,801		$	39,132,269		$	31,278,399
Shares redeemed	(2,210,816	)	(3,401,467	)		(29,088,501	)		(54,258,639	)
Net increase (decrease)	709,984		(1,475,666	)	$	10,043,768		$	(22,980,240	)

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 year ended December 31, 2009.

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

19

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

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.

During the current fiscal year, permanent differences primarily due to a tax treatment of foreign currency, contributions from advisor and a capital loss carryforward expiration resulted in a net increase in undistributed net investment income, a net decrease in accumulated net realized loss on investments and foreign currency transactions and a net decrease in additional paid in capital. This reclassification had no effect on net assets.

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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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 February 12, 2010, 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.

20

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

See footnote summary on page 22.

21

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
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.67		$20.31		$16.94		$15.63		$15.08
Income From Investment Operations
Net investment income (loss) (a)	.04		(.04	)	(.07	)	(.09	)	(.08	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	5.63		(9.60	)	3.44		1.40		.63
Contributions from Adviser	.00	(b)	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	5.67		(9.64	)	3.37		1.31		.55
Net asset value, end of period	$16.34		$10.67		$20.31		$16.94		$15.63
Total Return
Total investment return based on net asset value (c)	53.14	%*+	(47.46	)%*	19.89	%	8.38	%	3.65	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$141,536		$84,880		$191,474		$177,350		$148,075
Ratio to average net assets of:
Expenses	1.25	%	1.18	%	1.17	%	1.18	%(d)	1.17	%
Net investment income (loss)	.27	%	(.24	)%	(.40	)%	(.55	)%(d)	(.57	)%
Portfolio turnover rate	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) 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 0.15% 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.

22

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of

AllianceBernstein Variable Products Series Fund, Inc.

and Shareholders of AllianceBernstein Global Thematic Growth Portfolio:

(formerly AllianceBernstein Global Technology Portfolio)

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Global Thematic Growth Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Global Thematic Growth Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

23

GLOBAL THEMATIC GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer	Catherine D. Wood(2), Vice President Vadim Zlotnikov(2), Vice President Emilie D. Wrapp, Secretary
Joseph G. Carson(2), Vice President	Joseph J. Mantineo, Treasurer and
Amy P. Raskin(2), Vice President	Chief Financial Officer
Lisa A. Shalett(2), Vice President	Phyllis J. Clarke, Controller
Stephen Tong(2), Vice President
CUSTODIAN and ACCOUNTING AGENT	LEGAL COUNSEL
State Street Bank and Trust Company	Seward & Kissel LLP
One Lincoln Street	One Battery Park Plaza
Boston, MA 02111	New York, NY 10004
DISTRIBUTOR	TRANSFER AGENT
AllianceBernstein Investments, Inc.	AllianceBernstein Investor Services, Inc.
1345 Avenue of the Americas	P.O. Box 786003
New York, NY 10105	San Antonio, TX 78278-6003
	Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s Global Thematic Growth Portfolio Oversight Group. Mses. Raskin, Shalett and Wood and Messrs. Carson, Tong and Zlotnikov are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

24

GLOBAL THEMATIC GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS,* AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi- conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

25

GLOBAL THEMATIC GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS,* AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, N.Y. 10105

** There is no stated term of office for the Fund’s Directors.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

*** Member of the Fair Value Pricing Committee.

26

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS,* AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and the head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of AllianceBernstein’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in AllianceBernstein’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Joseph G. Carson 57	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Amy P. Raskin 38	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2005.
Lisa A. Shalett 46	Vice President	Executive Vice President of the Adviser**, with which she has been associated since prior to 2005.
Stephen Tong 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Catherine D. Wood 54	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2005.
Vadim Zlotnikov 47	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

27

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 Technology 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 02/28/09 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	110.2	Global Technology 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 $92,750 (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 Technology Portfolio	Class A     Class B	0.93% 1.18%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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 On February 3, 2009, the Board of Directors approved the Adviser’s proposal to broaden the Portfolio’s non-fundamental policy and change the Portfolio’s name to AllianceBernstein Global Thematic Growth Portfolio, effective May 1, 2009.

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

28

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 and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁵ However, with respect to the Portfolio, the Adviser represented that there is no institutional product that has a similar investment style as the Portfolio.

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 International Technology 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
International Technology Portfolio     Class A     Class I (Institutional)	2.00 1.20	%  %

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

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.

29

GLOBAL THEMATIC 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”)⁶ at the approximate current asset level of the Portfolio.⁷

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

Portfolio	Contractual Management Fee8	Lipper Exp. Group Median (%)	Rank
Global Technology Portfolio	0.750	0.765	3/9

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is as a broader group compared to the EG, consisting of all portfolios that have the same investment classification/objective and load type as the subject Portfolio.⁹

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 funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Global Technology Portfolio	0.927	0.927	5/9	0.968	7/16

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.

6 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.

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

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

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

10 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.

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

30

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 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, 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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $342,959 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, 2008, the Adviser determined that it made payments in the amount of $255,916 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 $969 from the Portfolio.¹²

The Portfolio may effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. During the Portfolio’s most recently completed fiscal year, the Portfolio did not effect any brokerage transactions with and pay any commission to SCB. The Adviser represented that SCB’s profitability from 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,¹³ 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.

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

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

31

GLOBAL THEMATIC 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 Deli¹⁴ 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.¹⁵ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $411 billion as of March 31, 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, 3, 5 and 10 year performance rankings of the Portfolio¹⁶ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁷ for the periods ended January 31, 2009.¹⁸

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year	–	41.48	–	37.89	–	39.25	8/9	13/20
3 year	–	14.86	–	13.87	–	13.43	7/9	12/18
5 year	–	7.26	–	7.01	–	6.68	5/8	8/14
10 year	–	5.73		N/A	–	2.73	1/1	3/4

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

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

16 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by 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.

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

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

32

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)¹⁹ versus its benchmarks.²⁰ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²¹

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)	3 Year (%)	5 Year (%)	10 Year (%)	Since Inception (%)	Annualized		Risk Period (Year)
						Volatility (%)	Sharpe (%)
Global Technology Portfolio	–41.48	–14.86	–7.26	–5.73	1.37	29.65	–0.16	10
MSCI World IT Index (Net)22	–38.69	–13.15	–7.03	–7.14	2.76	29.52	–0.33	10
MSCI AC World Index (Net)	–41.43	–12.15	–2.63	–1.76	2.47	N/A	N/A	N/A
Inception Date: January 11, 1996

CONCLUSION:

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

Dated: June 1, 2009

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

20 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009.

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

22 The benchmark will change effective May 1, 2009 from MSCI World IT Index (Net) to MSCI AC World Index (Net).

33

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

December 31, 2009

Annual Report

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 AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is to generate income and price appreciation without assuming what AllianceBernstein L.P. (the “Adviser”) considers undue risk. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Portfolio expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term and relatively attractive yields that do not involve undue risk of loss of capital. The Portfolio expects to invest in fixed-income securities with a dollar weighted average maturity of generally between three to ten years and an average duration of three to six years. The Portfolio may invest up to 25% of its net assets in below investment grade bonds (sometimes referred to as “high yield securities” or “junk bonds”). The Portfolio may use leverage for investment purposes. The Portfolio may invest without limit in US Dollar-denominated foreign fixed-income securities and may invest up to 25% of its assets in non-US Dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed and emerging market debt securities.

The Portfolio may invest in mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities, variable, floating and inverse floating rate instruments, preferred stock, and may use other investment techniques. The Portfolio intends, among other things, to enter into transactions such as reverse repurchase agreements and dollar rolls. The Portfolio may invest, without limit, in derivatives, such as options, futures, forwards, or swap agreements.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Barclays Capital US Aggregate Bond Index, for the one-, five- and 10-year periods ended December 31, 2009.

The Portfolio outperformed its benchmark for the annual reporting period ended December 31, 2009. The Portfolio’s ability to capitalize on record wide credit yield spreads benefited performance for the annual reporting period. An overweight in investment-grade corporates and commercial mortgage-backed securities (CMBS), allocations to non-investment grade corporates and an underweight in Treasuries all contributed to the Portfolio’s performance. Leverage did not have a meaningful impact on performance.

MARKET REVIEW AND INVESTMENT STRATEGY

Challenges from late 2008 continued into early 2009 as asset prices in many markets continued to fall and policymakers scrambled to combat the severe global economic downturn. By the second quarter of 2009, however, signs of a bottoming of the recession resulted in a significant rally in credit sectors as well as equities. Capital markets rebounded on growing evidence that aggressive policy action on a global scale had been successful at staving off a depression-type scenario. Risk assets continued the rally into the third quarter as evidence mounted that the global economy was emerging from a deep recession and appeared on track for a return to modest economic growth in 2010.

Bond returns were bifurcated during 2009, with negative non-government bond returns early in the period reflecting the financial crisis in the fall of 2008 and risk aversion. Meanwhile Treasury and government-related debt benefited from investor risk aversion early in the 2009, and then underperformed later in the year as investor risk appetite returned.

The annual reporting period was marked by historic recovery of investment-grade corporate bonds, which returned 18.68% during the 12-month period; spreads tightened significantly from their wides to end the annual reporting period at 172 basis points over Treasuries. Spreads on CMBS similarly widened to historically high levels of almost 1600 basis points over Treasuries at the end of 2008, before ending the annual reporting period at 473 basis points over Treasuries. CMBS returned 28.45% for the annual reporting period. All data is according to Barclays Capital.

In the view of the US Investment Grade Core Fixed Income Team (the “Team”), opportunities in the credit markets remain compelling. While spreads have tightened significantly, the economic recovery continues to provide support for corporates. The Team believes that investors may be well rewarded for sticking to a disciplined, long-term approach to asset allocation.

1

INTERMEDIATE BOND PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Barclays Capital US Aggregate Bond Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Barclays Capital US Aggregate Bond Index covers the US investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

A percentage of the Portfolio’s assets will be invested in foreign fixed-income securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Price fluctuation in the Portfolio’s securities may be caused by changes in the general level of interest rates or changes in bond credit quality ratings. Please note, as interest rates rise, existing bond prices fall and can cause the value of an investment in the Portfolio to decline. Changes in interest rates have a greater negative effect on bonds with longer maturities than on those with shorter maturities. Investments in the Portfolio are not guaranteed because of fluctuation in the net asset value for the underlying fixed-income related investments. Similar to direct bond ownership, bond funds have the same interest rate, inflation, and credit risks that are associated with the underlying bonds owned by the Portfolio. Portfolio purchasers should understand that, in contrast to owning individual bonds, there are ongoing fees and expenses associated with owning shares of bond funds. The Portfolio may invest in mortgage-backed securities which involve risks described in the prospectus. While the Portfolio invests principally in bonds and other fixed-income securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These types of transactions include the purchase and sale of futures contracts or options on futures contracts. Also, at the discretion of the Investment Manager, the Portfolio can invest up to 15% of its net assets in illiquid securities or make loans of portfolio securities of up to 30% of its total assets. In addition, the Portfolio may also enter into repurchase agreements. These financial instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

2

INTERMEDIATE BOND PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein Intermediate Bond Portfolio Class A*	18.51%	4.28%	5.55%
AllianceBernstein Intermediate Bond Portfolio Class B*	18.20%	4.01%	5.29%
Barclays Capital US Aggregate Bond Index	5.93%	4.97%	6.33%
* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the annual period ended December 31, 2009 by 0.01%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.64% and 0.89% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Intermediate Bond Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

3

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,101.11	$	3.81	0.72	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.58	$	3.67	0.72	%
Class B
Actual	$	1,000	$	1,099.16	$	5.13	0.97	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.32	$	4.94	0.97	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	59,935,508	35.0	%
Governments—Treasuries		37,528,099	21.9
Mortgage Pass-Thru’s		30,039,950	17.5
Commercial Mortgage-Backed Securities		15,107,806	8.8
Corporates—Non-Investment Grades		9,696,699	5.7
Agencies		4,083,071	2.4
Asset-Backed Securities		2,395,495	1.4
Governments—Sovereign Agencies		2,286,948	1.3
Inflation-Linked Securities		1,790,304	1.1
Governments—Sovereign Bonds		1,777,230	1.0
CMOs		1,376,048	0.8
Quasi-Sovereigns		906,750	0.5
Emerging Markets—Corporate Bonds		247,299	0.2
Short-Term Investments		3,995,000	2.3
Other*		221,482	0.1
Total Investments	$	171,387,689	100.0	%

* “Other” represents less than 0.1% weightings in the following security types: Preferred Stocks, Supranationals, Warrants and Common Stocks.

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
CORPORATES-INVESTMENT GRADES–35.1%
INDUSTRIAL–18.8%
BASIC–3.0%
Alcoa, Inc. 6.75%, 7/15/18	$	178	$	181,572
ArcelorMittal 6.125%, 6/01/18		555		572,669
ArcelorMittal USA, Inc. 6.50%, 4/15/14		165		176,104
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		407		463,854
The Dow Chemical Co. 7.375%, 11/01/29		15		16,378
7.60%, 5/15/14		241		274,232
8.55%, 5/15/19		313		373,454
Eastman Chemical 5.50%, 11/15/19		93		92,710
EI Du Pont de Nemours & Co. 5.875%, 1/15/14		239		264,009
Freeport-McMoRan Copper & Gold, Inc. 8.25%, 4/01/15		235		256,150
8.375%, 4/01/17		195		213,525
International Paper Co. 7.50%, 8/15/21		208		233,058
7.95%, 6/15/18		310		357,557
Packaging Corp. of America 5.75%, 8/01/13		155		166,114
PPG Industries, Inc. 5.75%, 3/15/13		455		485,799
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		460		505,301
Southern Copper Corp. 7.50%, 7/27/35		295		292,297
Usiminas Commercial Ltd. 7.25%, 1/18/18(a)		124		131,440
				5,056,223
CAPITAL GOODS–1.1%
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)		41		42,677
John Deere Capital Corp. 5.25%, 10/01/12		410		442,774
Owens Corning, Inc. 6.50%, 12/01/16		265		271,379
Republic Services, Inc. 5.25%, 11/15/21(a)		150		147,484
5.50%, 9/15/19(a)		230		233,554
Tyco International Finance SA 6.00%, 11/15/13		155		169,784
8.50%, 1/15/19		195		235,511
United Technologies Corp. 4.875%, 5/01/15		246		264,055
				1,807,218

		Principal Amount (000)	U.S. $ Value
COMMUNICATIONS–MEDIA–2.8%
BSKYB Finance UK PLC 5.625%, 10/15/15(a)	$	170	$	185,545
CBS Corp. 8.875%, 5/15/19		420		502,456
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		280		360,121
Comcast Corp. 5.30%, 1/15/14		325		346,871
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 4.75%, 10/01/14(a)		160		163,094
6.375%, 6/15/15		216		224,370
News America Holdings, Inc. 9.25%, 2/01/13		235		274,185
News America, Inc. 6.55%, 3/15/33		210		215,089
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		185		225,102
RR Donnelley & Sons Co. 4.95%, 4/01/14		65		65,020
5.50%, 5/15/15		185		179,120
11.25%, 2/01/19		255		318,230
TCI Communications, Inc. 7.875%, 2/15/26		210		235,398
Time Warner Cable, Inc. 7.50%, 4/01/14		145		167,066
Time Warner Entertainment Co. 8.375%, 3/15/23		550		651,525
WPP Finance UK 5.875%, 6/15/14		120		123,924
8.00%, 9/15/14		415		471,963
				4,709,079
COMMUNICATIONS–TELECOMMUNICATIONS–2.5%
Alltel Corp. 7.875%, 7/01/32		170		202,170
AT&T Corp. 8.00%, 11/15/31(b)		20		24,410
British Telecommunications PLC 9.125%, 12/15/10(b)		310		332,109
Embarq Corp. 7.082%, 6/01/16		445		491,537
Pacific Bell Telephone Co. 6.625%, 10/15/34		535		530,103
Qwest Corp. 7.50%, 10/01/14		400		415,500
Telecom Italia Capital SA 4.00%, 1/15/10		380		380,293
6.175%, 6/18/14		355		384,782
6.375%, 11/15/33		40		39,437
US Cellular Corp. 6.70%, 12/15/33		575		565,483

6

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
Verizon Communications, Inc. 4.90%, 9/15/15	$	240	$	254,736
5.25%, 4/15/13		290		312,611
Verizon New Jersey, Inc. Series A 5.875%, 1/17/12		179		190,714
Vodafone Group PLC 5.50%, 6/15/11		200		210,932
				4,334,817
CONSUMER CYCLICAL– AUTOMOTIVE–0.5%
Daimler Finance North America LLC 4.875%, 6/15/10		110		111,806
5.75%, 9/08/11		120		126,049
7.30%, 1/15/12		121		131,544
7.75%, 1/18/11		45		47,843
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)		185		187,825
Volvo Treasury AB 5.95%, 4/01/15(a)		305		314,734
				919,801
CONSUMER CYCLICAL–ENTERTAINMENT–0.7%
Time Warner, Inc. 6.875%, 5/01/12		310		339,370
7.625%, 4/15/31		390		453,035
Viacom, Inc. 5.625%, 9/15/19		375		391,539
				1,183,944
CONSUMER CYCLICAL–OTHER–0.3%
Marriott International, Inc. Series J 5.625%, 2/15/13		502		515,109
Toll Brothers Finance Corp. 5.15%, 5/15/15		40		38,274
6.875%, 11/15/12		7		7,332
				560,715
CONSUMER CYCLICAL–RETAILERS–0.2%
Wal-Mart Stores, Inc. 4.25%, 4/15/13		225		238,560
CONSUMER NON-CYCLICAL–3.6%
Altria Group, Inc. 9.70%, 11/10/18		230		284,318
Bottling Group LLC 6.95%, 3/15/14		355		408,466
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		206		204,239
5.875%, 5/15/13		350		364,323
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		350		363,994

			Principal Amount (000)	U.S. $ Value
Campbell Soup Co. 6.75%, 2/15/11	$		335	$	356,435
ConAgra Foods, Inc. 7.875%, 9/15/10			11		11,515
Delhaize Group SA 5.875%, 2/01/14			105		112,771
Diageo Capital PLC 7.375%, 1/15/14			360		416,453
Fisher Scientific International, Inc. 6.125%, 7/01/15			230		237,187
Fortune Brands, Inc. 4.875%, 12/01/13			374		382,015
5.125%, 1/15/11			115		118,610
Kraft Foods, Inc. 5.25%, 10/01/13			220		232,482
The Kroger Co. 6.80%, 12/15/18			229		254,408
Pepsico, Inc. 4.65%, 2/15/13			385		411,244
Pfizer, Inc. 1.80%, 2/22/16		JPY	20,000		214,109
5.35%, 3/15/15	$		405		442,627
The Procter & Gamble Co. 4.70%, 2/15/19			402		411,521
Reynolds American, Inc. 7.25%, 6/01/13			105		114,558
7.625%, 6/01/16			395		430,620
Ventas Realty LP/Ventas Capital Corp. 6.75%, 4/01/17			84		81,270
Whirlpool Corp. 8.60%, 5/01/14			55		62,274
Wyeth 5.50%, 2/01/14			251		273,458
					6,188,897
ENERGY–2.1%
Amerada Hess Corp. 7.875%, 10/01/29			165		197,893
Anadarko Petroleum Corp. 5.95%, 9/15/16			382		413,208
6.45%, 9/15/36			124		129,502
Apache Corp. 5.25%, 4/15/13			225		241,128
Baker Hughes, Inc. 6.50%, 11/15/13			205		231,399
Canadian Natural Resources Ltd. 5.15%, 2/01/13			60		63,858
Conoco, Inc. 6.95%, 4/15/29			155		175,699
Hess Corp. 8.125%, 2/15/19			29		34,973
Nabors Industries, Inc. 9.25%, 1/15/19			425		520,504
Noble Energy, Inc. 8.25%, 3/01/19			406		485,731

7

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

		Principal Amount (000)	U.S. $ Value
TNK-BP Finance SA 7.50%, 7/18/16(a)	$	100	$	102,750
Valero Energy Corp. 6.875%, 4/15/12		515		562,319
Weatherford International Ltd. 5.15%, 3/15/13		195		204,209
6.00%, 3/15/18		35		35,244
9.625%, 3/01/19		190		236,874
				3,635,291
OTHER INDUSTRIAL–0.3%
Noble Group Ltd. 6.75%, 1/29/20(a)		440		451,550
TECHNOLOGY–1.5%
Cisco Systems, Inc. 5.25%, 2/22/11		380		398,744
Computer Sciences Corp. 5.50%, 3/15/13		280		296,849
Dell, Inc. 5.625%, 4/15/14		250		272,360
Electronic Data Systems Corp. Series B 6.00%, 8/01/13(b)		566		625,668
Motorola, Inc. 6.50%, 9/01/25		125		108,602
7.50%, 5/15/25		25		23,921
7.625%, 11/15/10		22		22,792
Oracle Corp. 4.95%, 4/15/13		239		256,462
5.00%, 1/15/11		140		145,587
Xerox Corp. 7.625%, 6/15/13		40		40,798
8.25%, 5/15/14		375		430,171
				2,621,954
TRANSPORTATION–AIRLINES–0.2%
Southwest Airlines Co. 5.25%, 10/01/14		210		212,703
5.75%, 12/15/16		155		153,189
				365,892
				32,073,941
FINANCIAL INSTITUTIONS–11.9%
BANKING–6.9%
American Express Co. 7.25%, 5/20/14		210		236,958
8.125%, 5/20/19		405		479,950
ANZ National International Ltd. 6.20%, 7/19/13(a)		240		264,115
Bank of America Corp. 4.875%, 1/15/13		660		686,372
5.375%, 9/11/12		210		222,791

			Principal Amount (000)	U.S. $ Value
Barclays Bank PLC 5.75%, 9/14/26		GBP	75	$	111,091
8.55%, 6/15/11(a)(c)	$		365		335,800
BBVA International Preferred SA Unipersonal 5.919%, 4/18/17			170		136,850
The Bear Stearns Co., Inc. 5.70%, 11/15/14			450		495,150
Citigroup, Inc. 5.50%, 4/11/13			350		362,868
6.50%, 8/19/13			355		378,144
8.50%, 5/22/19			505		583,150
Compass Bank 5.50%, 4/01/20			250		230,615
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11			4		4,085
Credit Agricole SA 8.375%, 10/13/19(a)			232		245,920
Credit Suisse USA, Inc. 5.50%, 8/15/13			159		172,730
The Goldman Sachs Group, Inc. 4.75%, 7/15/13			460		481,269
6.00%, 5/01/14			175		191,409
7.50%, 2/15/19			540		629,534
Huntington National Bank 4.375%, 1/15/10			250		250,026
JP Morgan Chase & Co. 6.75%, 2/01/11			285		300,632
Marshall & Ilsley Bank 5.00%, 1/17/17			175		136,124
Merrill Lynch & Co., Inc. 6.05%, 5/16/16			535		539,814
Morgan Stanley 5.625%, 1/09/12			235		248,001
6.60%, 4/01/12			320		348,158
6.625%, 4/01/18			465		502,743
National Capital Trust II 5.486%, 3/23/15(a)			122		97,425
National City Bank of Cleveland Ohio 6.25%, 3/15/11			250		261,068
National Westminster Bank 6.50%, 9/07/21		GBP	50		68,561
Rabobank Nederland 11.00%, 6/30/19(a)	$		90		109,733
Regions Financial Corp. 6.375%, 5/15/12			215		204,765
Standard Chartered PLC 6.409%, 1/30/17(a)(c)			100		79,373
UBS Preferred Funding Trust I 8.622%, 10/01/10(c)			180		167,485
UFJ Finance Aruba AEC 6.75%, 7/15/13			240		267,206
Union Bank of California 5.95%, 5/11/16			660		655,543

8

AllianceBernstein Variable Products Series Fund

			Principal Amount (000)	U.S. $ Value
Union Planters Corp. 7.75%, 3/01/11	$		143	$	142,177
VTB Capital SA 6.609%, 10/31/12(a)			135		137,538
Wachovia Corp. 5.50%, 5/01/13			505		536,478
Wells Fargo & Co. 5.625%, 12/11/17			565		587,688
					11,889,339
FINANCE–1.2%
General Electric Capital Corp. 4.80%, 5/01/13			435		454,693
5.625%, 5/01/18			455		466,257
Series A 4.375%, 11/21/11			155		161,430
HSBC Finance Corp. 7.00%, 5/15/12			280		304,461
International Lease Finance Corp. 5.65%, 6/01/14			65		49,124
SLM Corp. Series A 5.375%, 5/15/14			630		581,093
					2,017,058
INSURANCE–3.3%
Aetna, Inc. 6.00%, 6/15/16			135		141,734
The Allstate Corp. 6.125%, 5/15/37(c)			530		461,100
Coventry Health Care, Inc. 5.95%, 3/15/17			90		81,610
6.125%, 1/15/15			35		33,432
6.30%, 8/15/14			280		273,868
Genworth Financial, Inc. 1.60%, 6/20/11		JPY	15,000		154,587
6.515%, 5/22/18	$		520		475,848
Guardian Life Insurance 7.375%, 9/30/39(a)			210		214,781
Humana, Inc. 6.30%, 8/01/18			275		266,335
6.45%, 6/01/16			40		40,432
7.20%, 6/15/18			85		86,933
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)			145		142,923
Lincoln National Corp. 8.75%, 7/01/19			113		129,114
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)			225		275,951
MetLife, Inc. 7.717%, 2/15/19			109		128,090
10.75%, 8/01/39			140		172,400
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			360		380,038

		Principal Amount (000)	U.S. $ Value
Principal Financial Group, Inc. 7.875%, 5/15/14	$	325	$	358,701
Prudential Financial, Inc. 5.15%, 1/15/13		325		341,894
6.20%, 1/15/15		45		48,414
8.875%, 6/15/38		170		180,200
Series D 7.375%, 6/15/19		35		39,241
UnitedHealth Group, Inc. 5.25%, 3/15/11		95		98,440
6.00%, 2/15/18		430		444,168
Wellpoint, Inc. 5.875%, 6/15/17		45		46,361
7.00%, 2/15/19		95		106,251
XL Capital Ltd. 5.25%, 9/15/14		110		107,725
6.25%, 5/15/27		200		181,870
Series E 6.50%, 4/15/17(c)		240		181,200
				5,593,641
REITS–0.5%
HCP, Inc. 5.95%, 9/15/11		225		232,137
Simon Property Group LP 5.00%, 3/01/12		220		227,395
5.625%, 8/15/14		420		432,576
				892,108
				20,392,146
UTILITY–3.2%
ELECTRIC–2.1%
Allegheny Energy Supply 5.75%, 10/15/19(a)		425		412,815
Ameren Corp. 8.875%, 5/15/14		235		263,957
Carolina Power & Light Co. 6.50%, 7/15/12		480		526,262
FirstEnergy Corp. Series B 6.45%, 11/15/11		19		20,373
Series C 7.375%, 11/15/31		420		455,239
MidAmerican Energy Holdings Co. 5.875%, 10/01/12		240		261,382
Nisource Finance Corp. 6.80%, 1/15/19		450		481,251
Pacific Gas & Electric Co. 4.80%, 3/01/14		215		228,330
Progress Energy, Inc. 7.10%, 3/01/11		73		77,265
Public Service Company of Colorado Series 10 7.875%, 10/01/12		210		240,953
The Southern Co. Series A 5.30%, 1/15/12		156		167,141

9

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

			Principal Amount (000)	U.S. $ Value
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)	$		235	$	245,255
Union Electric Co. 6.70%, 2/01/19			45		49,682
Wisconsin Energy Corp. 6.25%, 5/15/67(c)			204		181,560
					3,611,465
NATURAL GAS–0.8%
Duke Energy Field Services Corp. 7.875%, 8/16/10			70		72,774
Energy Transfer Partners LP 6.70%, 7/01/18			279		298,725
7.50%, 7/01/38			336		368,148
Enterprise Products Operating LLC Series G 5.60%, 10/15/14			95		101,159
TransCanada Pipelines Ltd. 6.35%, 5/15/67(c)			235		220,493
Williams Co., Inc. 7.875%, 9/01/21			289		331,489
					1,392,788
OTHER UTILITY–0.3%
Veolia Environnement 6.00%, 6/01/18			350		369,576
					5,373,829
NON CORPORATE SECTORS–1.2%
AGENCIES - NOT GOVERNMENT GUARANTEED–1.2%
Gaz Capital SA 6.212%, 11/22/16(a)			460		440,450
6.51%, 3/07/22(a)			477		437,647
Petrobras International Finance 5.75%, 1/20/20			670		681,582
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(a)			465		535,913
					2,095,592
Total Corporates–Investment Grades (cost $56,192,226)					59,935,508
GOVERNMENTS–TREASURIES–22.0%
BRAZIL–0.6%
Republic of Brazil 12.50%, 1/05/16		BRL	1,615		1,044,166
CANADA–2.5%
Canadian Government Bond 3.75%, 6/01/19		CAD	4,405		4,258,216

		Principal Amount (000)	U.S. $ Value
UNITED STATES–18.9%
U.S. Treasury Bonds 3.75%, 11/15/18	$	5,763	$	5,762,550
4.50%, 2/15/36		3,060		3,014,100
U.S. Treasury Notes 0.875%, 2/28/11–5/31/11		8,395		8,410,368
1.75%, 11/15/11		7,525		7,619,943
2.375%, 8/31/14		6,770		6,720,281
2.625%, 7/31/14		695		698,475
				32,225,717
Total Governments–Treasuries (cost $37,870,470)				37,528,099
MORTGAGE PASS–THRU’S–17.6%
AGENCY FIXED RATE 30-YEAR–15.6%
Federal Home Loan Mortgage Corp. Gold Series 2005 4.50%, 8/01/35–10/01/35		3,718		3,722,870
5.50%, 1/01/35		6,212		6,534,806
Series 2007 5.50%, 7/01/35		240		253,091
Federal National Mortgage Association 6.50%, TBA		1,600		1,713,501
Series 2002 7.00%, 3/01/32		19		21,069
Series 2003 5.00%, 11/01/33		262		270,158
5.50%, 4/01/33–7/01/33		969		1,018,538
Series 2004 5.50%, 4/01/34–11/01/34		821		862,927
6.00%, 9/01/34		446		475,699
Series 2005 4.50%, 8/01/35		815		817,806
5.00%, 10/01/35		2,055		2,113,046
5.50%, 2/01/35		993		1,044,008
Series 2006 5.00%, 2/01/36		1,813		1,864,184
Series 2007 4.50%, 9/01/35–8/01/37		999		1,002,136
5.00%, 7/01/36		283		291,098
Series 2008 6.00%, 3/01/37		3,615		3,846,849
Government National Mortgage Association 6.00%, TBA		700		739,593
Series 1994 9.00%, 9/15/24		6		6,355
				26,597,734
AGENCY ARMS–2.0%
Federal Home Loan Mortgage Corp. Series 2007 6.075%, 1/01/37(d)		201		210,350

10

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
Series 2009 4.712%, 4/01/36(c)	$	978	$	1,020,893
Federal National Mortgage Association Series 2003 4.786%, 12/01/33(c)		331		348,024
Series 2006 5.45%, 2/01/36(c)		373		392,543
5.809%, 11/01/36(d)		519		544,304
6.177%, 3/01/36(c)		298		313,175
Series 2007 4.734%, 3/01/34(c)		589		612,927
				3,442,216
Total Mortgage Pass-Thru’s (cost $29,095,572)				30,039,950
COMMERCIAL MORTGAGE-BACKED SECURITIES–8.8%
NON-AGENCY FIXED RATE CMBS–8.8%
Banc of America Commercial Mortgage, Inc. Series 2005-6, Class A4 5.179%, 9/10/47		470		461,578
Series 2006-5, Class A4 5.414%, 9/10/47		455		427,357
Commercial Mortgage Pass Through Certificates Series 2007-C9, Class A4 5.816%, 12/10/49		1,085		983,956
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 5.826%, 6/15/38		1,095		941,003
Series 2006-C5, Class A3 5.311%, 12/15/39		225		187,699
Greenwich Capital Commercial Funding Corp. Series 2005-GG5, Class AJ 5.30%, 4/10/37		235		150,086
Series 2007-GG11, Class A4 5.736%, 12/10/49		420		372,819
Series 2007-GG9, Class A4 5.444%, 3/10/39		680		600,810
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		300		294,803
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB14, Class A4 5.481%, 12/12/44		545		524,951
Series 2006-CB15, Class A4 5.814%, 6/12/43		1,035		996,023
Series 2006-CB17, Class A4 5.429%, 12/12/43		420		396,751
Series 2007-C1, Class A4 5.716%, 2/15/51		1,115		884,944

		Principal Amount (000)	U.S. $ Value
Series 2007-LD11, Class A4 5.818%, 6/15/49	$	1,105	$	962,290
Series 2007-LDPX, Class A3 5.42%, 1/15/49		1,110		936,347
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.224%, 6/15/29		830		826,966
Series 2006-C1, Class A4 5.156%, 2/15/31		1,240		1,200,409
Series 2006-C6, Class A4 5.372%, 9/15/39		475		452,795
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class AM 5.204%, 12/12/49		285		205,467
Series 2007-9, Class A4 5.70%, 9/12/49		1,105		937,704
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		1,080		978,202
Series 2007-C31, Class A4 5.509%, 4/15/47		1,100		882,703
Series 2007-C32, Class A3 5.74%, 6/15/49		615		502,143
Total Commercial Mortgage-Backed Securities (cost $16,083,517)				15,107,806
CORPORATES– NON-INVESTMENT GRADES–5.7%
INDUSTRIAL–3.7%
BASIC–0.5%
Ineos Group Holdings PLC 8.50%, 2/15/16(a)		179		120,378
Steel Capital SA for OAO Severstal 9.25%, 4/19/14(a)		228		229,425
United States Steel Corp. 5.65%, 6/01/13		495		492,529
Westvaco Corp. 8.20%, 1/15/30		50		51,439
				893,771
CAPITAL GOODS–1.3%
Bombardier, Inc. 6.30%, 5/01/14(a)		270		267,300
8.00%, 11/15/14(a)		225		233,719
Case New Holland, Inc. 7.125%, 3/01/14		175		177,625
CNH America LLC 7.25%, 1/15/16		170		167,875
Masco Corp. 6.125%, 10/03/16		635		605,118
Mohawk Industries, Inc. 6.875%, 1/15/16(b)		355		353,225

11

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

		Principal Amount (000)	U.S. $ Value
Textron Financial Corp. 4.60%, 5/03/10	$	34	$	33,991
5.125%, 11/01/10		100		100,810
5.40%, 4/28/13		69		68,967
United Rentals North America, Inc. 7.75%, 11/15/13		220		206,800
				2,215,430
COMMUNICATIONS– MEDIA–0.4%
Clear Channel Communications, Inc. 5.50%, 9/15/14		238		155,890
CSC Holdings, Inc. 8.50%, 4/15/14(a)		160		170,400
Quebecor Media, Inc. 7.75%, 3/15/16		230		229,425
RH Donnelley Corp. Series A-4 8.875%, 10/15/17(e)		545		51,094
Univision Communications, Inc. 12.00%, 7/01/14(a)		41		45,151
WDAC Subsidiary Corp. 8.375%, 12/01/14(a)		70		5,600
				657,560
COMMUNICATIONS-TELECOMMUNICATIONS–0.4%
Frontier Communications Corp. 6.25%, 1/15/13		210		210,525
Mobile Telesystems Finance SA 8.00%, 1/28/12(a)		231		241,973
Windstream Corp. 7.875%, 11/01/17(a)		115		113,562
				566,060
CONSUMER CYCLICAL–AUTOMOTIVE–0.4%
Affinia Group, Inc. 9.00%, 11/30/14		85		82,450
Ford Motor Credit Co. LLC 3.034%, 1/13/12(d)		240		223,200
7.00%, 10/01/13		204		203,693
The Goodyear Tire & Rubber Co. 9.00%, 7/01/15		165		171,600
Visteon Corp. 7.00%, 3/10/14(e)		165		43,312
				724,255
CONSUMER CYCLICAL-OTHER–0.3%
Broder Brothers Co. 12.00%, 10/15/13(f)(g)		37		26,855
Greektown Holdings LLC 10.75%, 12/01/13(e)(f)		55		8,319
Harrah’s Operating Co., Inc. 10.00%, 12/15/18(a)		135		108,338

			Principal Amount (000)	U.S. $ Value
Starwood Hotels & Resorts Worldwide, Inc. 7.875%, 5/01/12	$		362	$	390,507
					534,019
CONSUMER CYCLICAL–RETAILERS–0.0%
Limited Brands, Inc. 6.90%, 7/15/17			45		44,944
CONSUMER NON-CYCLICAL–0.2%
Bausch & Lomb, Inc. 9.875%, 11/01/15			155		163,525
HCA, Inc. 7.875%, 2/15/20(a)			125		130,156
8.50%, 4/15/19(a)			40		43,100
					336,781
ENERGY–0.1%
Tesoro Corp. 6.50%, 6/01/17			190		176,700
SERVICES–0.0%
Travelport LLC 9.875%, 9/01/14			35		36,137
TECHNOLOGY–0.1%
Flextronics International Ltd. 6.50%, 5/15/13			145		145,363
TRANSPORTATION– AIRLINES–0.0%
Continental Airlines, Inc. Series 2003-ERJ1 7.875%, 7/02/18			38		32,565
					6,363,585
FINANCIAL INSTITUTIONS–1.2%
BANKING–0.8%
ABN Amro Bank NV 4.31%, 3/10/16(c)		EUR	125		87,357
BankAmerica Capital II Series 2 8.00%, 12/15/26	$		98		96,040
Commerzbank Capital Funding Trust I 5.012%, 4/12/16(c)		EUR	200		133,320
Dexia Credit Local 4.30%, 11/18/15(c)			300		193,529
LBG Capital No.1 PLC 8.00%, 12/29/49(a)	$		770		592,900
RBS Capital Trust III 5.512%, 9/30/14(c)			335		167,500
Royal Bank of Scotland Group PLC 7.648%, 9/30/31(c)			115		78,200
Zions Bancorporation 5.50%, 11/16/15			85		60,094
					1,408,940

12

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
BROKERAGE–0.0%
Lehman Brothers Holdings, Inc. 6.20%, 9/26/14(e)	$	75	$	14,625
7.875%, 11/01/09(e)		43		8,385
				23,010
INSURANCE–0.3%
Crum & Forster Holdings Corp. 7.75%, 5/01/17		95		90,369
ING Capital Funding Trust III 8.439%, 12/31/10(c)		270		232,200
ING Groep NV 5.775%, 12/08/15(c)		90		66,482
Liberty Mutual Group, Inc. 7.80%, 3/15/37(a)		80		66,000
				455,051
OTHER FINANCE–0.1%
Aiful Corp. 6.00%, 12/12/11(a)		125		88,750
				1,975,751
UTILITY–0.8%
ELECTRIC–0.6%
The AES Corp. 7.75%, 3/01/14–10/15/15		165		167,475
Dynegy Holdings, Inc. 8.375%, 5/01/16		205		194,750
Dynegy Roseton/Danskammer Pass Through Trust Series B 7.67%, 11/08/16		195		188,175
NRG Energy, Inc. 7.25%, 2/01/14		260		263,250
RRI Energy, Inc. 7.625%, 6/15/14		95		94,050
7.875%, 6/15/17		155		152,288
				1,059,988
NATURAL GAS–0.2%
Enterprise Products Operating LLC Series A 8.375%, 8/01/66(c)		305		297,375
				1,357,363
Total Corporates–Non-Investment Grades (cost $10,082,572)				9,696,699
AGENCIES–2.4%
AGENCY DEBENTURES–2.4%
Federal Home Loan Mortgage Corp. 4.75%, 1/19/16		1,810		1,952,031
Federal National Mortgage Association 5.375%, 6/12/17		870		964,621
6.25%, 5/15/29		1,020		1,166,419
Total Agencies (cost $4,067,456)				4,083,071

		Principal Amount (000)	U.S. $ Value
ASSET-BACKED SECURITIES–1.4%
CREDIT CARDS–FLOATING RATE–0.5%
Chase Issuance Trust Series 2007-A1, Class A1 0.253%, 3/15/13(d)	$	875	$	871,476
HOME EQUITY LOANS–FLOATING RATE–0.4%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33(d)		224		195,393
HFC Home Equity Loan Asset Backed Certificates Series 2005-3, Class A1 0.493%, 1/20/35(d)		128		112,764
Home Equity Asset Trust Series 2007-2, Class M1 0.661%, 7/25/37(d)		475		4,133
Indymac Residential Asset Backed Trust Series 2006-D, Class 2A2 0.341%, 11/25/36(d)		419		297,859
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.591%, 3/25/37(d)		160		1,580
RAAC Series Series 2006-SP3, Class A1 0.311%, 8/25/36(d)		8		8,311
Residential Asset Mortgage Products, Inc. Series 2005-RS3, Class AIA2 0.401%, 3/25/35(d)		2		2,150
				622,190
CREDIT CARDS–FIXED RATE–0.3%
Citibank Credit Card Issuance Trust Series 2009-A5, Class A5 2.25%, 12/23/14		530		524,671
HOME EQUITY LOANS–FIXED RATE–0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.361%, 12/25/32		107		78,552
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33		87		74,117
Countrywide Asset-Backed Certificates Series 2007-S1, Class A3 5.81%, 11/25/36		374		125,705

13

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

		Principal Amount (000)	U.S. $ Value
Home Equity Mortgage Trust Series 2005-4, Class A3 4.742%, 1/25/36	$	4	$	3,784
				282,158
OTHER ABS–FIXED RATE–0.0%
DB Master Finance, LLC Series 2006-1, Class A2 5.779%, 6/20/31(a)		100		95,000
Total Asset-Backed Securities (cost $3,458,206)				2,395,495
GOVERNMENTS–SOVEREIGN AGENCIES–1.3%
GERMANY–0.0%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17		70		75,059
UNITED KINGDOM–1.3%
The Royal Bank of Scotland PLC 1.45%, 10/20/11(a)		1,307		1,304,075
2.625%, 5/11/12(a)		895		907,814
				2,211,889
Total Governments–Sovereign Agencies (cost $2,272,910)				2,286,948
INFLATION-LINKED SECURITIES–1.0%
UNITED STATES–1.0%
U.S. Treasury Notes 3.00%, 7/15/12 (TIPS) (cost $1,744,605)		1,665		1,790,304
GOVERNMENTS–SOVEREIGN BONDS–1.0%
CROATIA–0.3%
Republic of Croatia 6.75%, 11/05/19(a)		435		468,528
LITHUANIA–0.2%
Republic of Lithuania 6.75%, 1/15/15(a)		430		437,789
PERU–0.3%
Republic of Peru 8.375%, 5/03/16		255		307,913
9.875%, 2/06/15		145		183,425
				491,338
POLAND–0.2%
Poland Government International Bond 6.375%, 7/15/19		350		379,575
Total Governments–Sovereign Bonds (cost $1,630,053)				1,777,230

		Principal Amount (000)	U.S. $ Value
CMOS–0.8%
NON-AGENCY ARMS–0.5%
Bear Stearns Alt-A Trust Series 2006-3, Class 22A1 5.873%, 5/25/36(c)	$	137	$	84,484
Series 2007-1, Class 21A1 5.56%, 1/25/47(c)		218		117,420
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.128%, 5/25/35(c)		331		281,618
Series 2006-AR1, Class 3A1 5.50%, 3/25/36(d)		424		274,331
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.856%, 5/25/36(c)		195		109,413
				867,266
NON-AGENCY FLOATING RATE–0.2%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.544%, 12/25/35(d)		127		69,763
Series 2007-OA3, Class M1 0.541%, 4/25/47(d)		145		1,300
WaMu Mortgage Pass Through Certificates Series 2007-OA1, Class A1A 1.332%, 2/25/47(d)		320		160,367
Series 2007-OA3, Class B1 0.681%, 4/25/47(d)		448		6,817
				238,247
NON-AGENCY FIXED RATE–0.1%
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 6.05%, 7/25/36		388		223,278
AGENCY FIXED RATE–0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.557%, 5/28/35		50		47,257
Total CMOs (cost $2,781,961)				1,376,048
QUASI-SOVEREIGNS–0.5%
QUASI-SOVEREIGN BONDS–0.5%
RUSSIA–0.5%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(a) (cost $877,277)		900		906,750

14

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)	U.S. $ Value
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
ENERGY–0.1%
Ecopetrol SA 7.625%, 7/23/19	$	143	$	158,516
FINANCIAL INSTITUTIONS–0.0%
OTHER FINANCE–0.0%
MMG Fiduc (AES El Salvador) 6.75%, 2/01/16(a)		100		88,783
Total Emerging Markets–Corporate Bonds (cost $242,168)				247,299
		Shares
PREFERRED STOCKS–0.1%
FINANCIAL INSTITUTIONS–0.1%
REITS–0.1%
Sovereign REIT 12.00%(a)		93		104,276
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT SPONSORED–0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%(c)		2,400		2,520
Federal National Mortgage Association 8.25%(c)		2,950		3,245
				5,765
Total Preferred Stocks (cost $221,408)				110,041

		Principal Amount (000)	U.S. $ Value
SUPRANATIONALS–0.1%
European Investment Bank 4.875%, 2/15/36 (cost $109,791)	$	110	$	104,753
		Shares
WARRANTS–0.0%
Charter Communications, Inc., expiring 11/30/14(h) (cost $2,140)		1,070		6,688
COMMON STOCK–0.0%
Broder Brothers Co.(h) (cost $0)		3,463		0
		Principal Amount (000)
SHORT-TERM INVESTMENTS–2.3%
TIME DEPOSIT–2.3%
State Street Time Deposit 0.01%, 1/04/10 (cost $3,995,000)	$	3,995		3,995,000
TOTAL INVESTMENTS–100.2% (cost $170,727,332)				171,387,689
Other assets less liabilities–(0.2)%				(400,038	)
NET ASSETS–100.0%			$	170,987,651

INTEREST RATE SWAP TRANSACTIONS (see Note D)

				Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date	Payments made by the Portfolio		Payments received by the Portfolio		Unrealized Appreciation/ (Depreciation)
Citibank	$	7,615	9/17/10	SIFMA	*	2.787	%	$	186,653

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Bond 30 Yr Futures	5	March 2010	$	577,977	$	576,875	$	(1,102	)

15

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 2/10/10	4,683	$	4,233,070	$	4,191,633	$	(41,437	)
Brazilian Real settling 1/05/10	1,850		1,030,905		1,062,881		31,976
Brazilian Real settling 1/05/10	1,850		1,062,759		1,062,881		122
Brazilian Real settling 2/02/10	1,850		1,029,758		1,056,495		26,737
Euro settling 1/25/10	60		86,051		86,011		(40	)
Euro settling 1/26/10**	653		961,311		935,548		(25,763	)
Euro settling 2/03/10***	580		831,217		831,167		(50	)
Euro settling 2/03/10***	581		830,016		832,929		2,913
Hungarian Forint settling 1/26/10	120,106		641,662		636,973		(4,689	)
Hungarian Forint settling 1/26/10	59,215		307,241		314,039		6,798
Japanese Yen settling 1/08/10	4,375		49,116		46,979		(2,137	)
New Zealand Dollar settling 1/21/10	1,195		872,877		866,406		(6,471	)
Norwegian Krone settling 2/22/10	27,839		4,830,102		4,797,903		(32,199	)
Norwegian Krone settling 2/22/10	1,702		289,129		293,266		4,137
Polish Zloty settling 2/03/10	4,893		1,769,118		1,705,547		(63,571	)
South Korean Won settling 1/14/10****	2,090,090		1,804,485		1,794,385		(10,100	)
Sale Contracts:
Brazilian Real settling 1/05/10	1,850		1,061,539		1,062,880		(1,341	)
Brazilian Real settling 1/05/10	1,850		1,062,758		1,062,880		(122	)
Brazilian Real settling 2/02/10	1,850		1,024,541		1,056,495		(31,954	)
Brazilian Real settling 2/02/10	390		221,339		222,663		(1,324	)
British Pound settling 1/11/10	93		154,025		150,282		3,743
Canadian Dollar settling 1/13/10	4,571		4,291,738		4,370,461		(78,723	)
Canadian Dollar settling 1/13/10	956		899,755		913,708		(13,953	)
Euro settling 1/25/10	989		1,469,076		1,417,226		51,850
Euro settling 1/25/10	130		194,643		186,358		8,285
Euro settling 1/25/10	1,046		1,566,669		1,500,089		66,580
Hungarian Forint settling 1/26/10**	179,321		961,311		951,012		10,299
Japanese Yen settling 1/08/10	27,595		305,389		296,294		9,095
Japanese Yen settling 1/14/10****	162,324		1,804,485		1,742,976		61,509
Polish Zloty settling 2/03/10***	2,439		831,217		850,153		(18,936	)
Polish Zloty settling 2/03/10***	2,439		830,016		850,153		(20,137	)
Swiss Franc settling 2/05/10	5,142		5,138,417		4,971,285		167,132

** Represents a cross-currency purchase of Euro and a sale of Hungarian Forint.

*** Represents a cross-currency purchase of Euro and a sale of Polish Zloty.

**** Represents a cross-currency purchase of South Korean Won and a sale of Japanese Yen.

(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 December 31, 2009, the aggregate market value of these securities amounted to $13,450,091 or 7.9% of net assets.

(b) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at December 31, 2009.

(c) Variable rate coupon, rate shown as of December 31, 2009.

(d) Floating Rate Security. Stated interest rate was in effect at December 31, 2009.

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

16

AllianceBernstein Variable Products Series Fund

(f) 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 December 31, 2009, are considered illiquid and restricted.

Restricted Securities	Acquisition Date	Cost		Market Value		Percentage of Net Assets
Broder Brothers Co. 12.00%, 10/15/13	5/21/2009	$	76,484	$	26,855	0.02	%
Greektown Holdings LLC 10.75%, 12/01/13	11/22/2005		54,484		8,319	0.00	%

(g) Pay-In-Kind Payments (PIK).

(h) Non-income producing security.

* Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA).

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 December 31, 2009, the fund’s total exposure to subprime investments was 1.14% 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

CAD— Canadian Dollar

EUR— Euro Dollar

GBP— Great British Pound

JPY— Japanese Yen

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

TBA—To Be Announced

TIPS —Treasury Inflation Protected Security

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $170,727,332)	$	171,387,689
Cash		29,499	(a)
Interest receivable		1,752,919
Unrealized appreciation of forward currency exchange contracts		451,176
Unrealized appreciation on interest rate swap contracts		186,653
Receivable for capital stock sold		7,533
Other assets		241,530
Total assets		174,056,999
LIABILITIES
Payable for investment securities purchased		2,480,925
Unrealized depreciation of forward currency exchange contracts		352,947
Payable for capital stock redeemed		67,021
Advisory fee payable		66,124
Administrative fee payable		22,700
Distribution fee payable		8,848
Payable for variation margin on futures contracts		2,500
Transfer Agent fee payable		125
Accrued expenses		68,158
Total liabilities		3,069,348
NET ASSETS	$	170,987,651
COMPOSITION OF NET ASSETS
Capital stock, at par	$	14,312
Additional paid-in capital		163,815,406
Undistributed net investment income		8,429,399
Accumulated net realized loss on investment and foreign currency transactions		(2,304,847	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		1,033,381
	$	170,987,651

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	129,646,749	10,826,420	$	11.98
B	$	41,340,902	3,485,392	$	11.86

(a) An amount of $12,000 has been segregated to collateralize margin requirements for open futures contracts outstanding at December 31, 2009.

See notes to financial statements.

18

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	9,046,032
Dividends		11,260
		9,057,292
EXPENSES
Advisory fee (see Note B)		757,228
Distribution fee—Class B		100,575
Transfer agency—Class A		5,147
Transfer agency—Class B		1,630
Custodian		161,354
Administrative		86,950
Printing		59,407
Legal		45,159
Audit		39,106
Directors’ fees		4,044
Miscellaneous		2,724
Total expenses		1,263,324
Net investment income		7,793,968
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		1,567,896
Futures contracts		170,859
Swap contracts		119,357
Foreign currency transactions		1,163,859
Net change in unrealized appreciation/depreciation of:
Investments		18,279,864
Futures contracts		12,546
Swap contracts		(1,220,361	)
Foreign currency denominated assets and liabilities		386,689
Net gain on investment and foreign currency transactions		20,480,709
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	28,274,677

See notes to financial statements.

19

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	7,793,968		$	7,465,700
Net realized gain (loss) on investment and foreign currency transactions		3,021,971			(1,324,260	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		17,458,738			(19,092,693	)
Contributions from Adviser (see Note B)		–0	–		233
Net increase (decrease) in net assets from operations		28,274,677			(12,951,020	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(4,631,069	)		(3,089,962	)
Class B		(1,370,253	)		(996,992	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(21,325,314	)		100,483,150
Total increase		948,041			83,445,176
NET ASSETS
Beginning of period		170,039,610			86,594,434
End of period (including undistributed net investment income of $8,429,399 and $5,077,834, respectively)	$	170,987,651		$	170,039,610

See notes to financial statements.

20

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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

21

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

date. The disclosure requirements also 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 developed 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 December 31, 2009:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Corporates—Investment Grades

$

–0

–

$

59,671,393

$

264,115

$

59,935,508

Governments—Treasuries

–0

–

37,528,099

–0

–

37,528,099

Mortgage Pass-Thru’s

–0

–

30,039,950

–0

–

30,039,950

Commercial Mortgage-Backed Securities

–0

–

13,797,283

1,310,523

15,107,806

Corporates—Non-Investment Grades

–0

–

9,696,699

–0

–

9,696,699

Agencies

–0

–

4,083,071

–0

–

4,083,071

Asset-Backed Securities

–0

–

1,396,147

999,348

2,395,495

Governments—Sovereign Agencies

–0

–

2,286,948

–0

–

2,286,948

Inflation-Linked Securities

–0

–

1,790,304

–0

–

1,790,304

Governments—Sovereign Bonds

–0

–

1,777,230

–0

–

1,777,230

CMOs

–0

–

47,257

1,328,791

1,376,048

Quasi-Sovereigns

–0

–

906,750

–0

–

906,750

Emerging Markets—Corporate Bonds

–0

–

247,299

–0

–

247,299

Preferred Stocks

–0

–

110,041

–0

–

110,041

Supranationals

–0

–

104,753

–0

–

104,753

Warrants

6,688

–0

–

–0

–

6,688

Common Stock

–0

–

–0

–

–0

–

–0

–

Short-Term Investments

–0

–

3,995,000

–0

–

3,995,000

Total Investments in Securities

6,688

167,478,224

3,902,777

171,387,689

Other Financial Instruments*:

Assets

–0

–

637,829

–0

–

637,829

Liabilities

(1,102

)

(352,947

)

–0

–

(354,049

)

Total

$

5,586

$

167,763,106

$

3,902,777

$

171,671,469

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

22

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			Corporates - Non-Investment Grades			Asset- Backed Securities
Balance as of 12/31/08	$	782,544		$	–0	–	$	172,182		$	1,548,320
Accrued discounts/premiums		41			11,275			–0	–		203
Realized gain (loss)		–0	–		–0	–		–0	–		(92,429	)
Change in unrealized appreciation/depreciation		33,307			219,948			–0	–		246,274
Net purchases (sales)		–0	–		–0	–		–0	–		(703,020	)
Net transfers in and/or out of Level 3		(551,777	)		1,079,300			(172,182	)		–0	–
Balance as of 12/31/09	$	264,115		$	1,310,523		$	–0	–	$	999,348
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	33,307		$	219,948		$	–0	–	$	118,547
	Governments - Sovereign Agencies			Inflation- Linked Securities			Governments - Sovereign Bonds			CMOs
Balance as of 12/31/08	$	2,572,409		$	65,285		$	5,396,650		$	1,239,649
Accrued discounts/premiums		59			(13	)		(2,505	)		57
Realized gain (loss)		351,443			530			113,152			1,026
Change in unrealized appreciation/depreciation		(523,504	)		(2,220	)		(104,198	)		387,956
Net purchases (sales)		(2,400,407	)		(63,582	)		(3,447,099	)		(299,897	)
Net transfers in and/or out of Level 3		–0	–		–0	–		(1,956,000	)		–0	–
Balance as of 12/31/09	$	–0	–	$	–0	–	$	–0	–	$	1,328,791
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	–0	–	$	–0	–	$	–0	–	$	387,956
	Quasi- Sovereigns			Preferred Stocks			Emerging Markets- Soveregns			Common Stock
Balance as of 12/31/08	$	294,315		$	77,190		$	140,970		$	–0	–
Accrued discounts/premiums		3			–0	–		(15	)		–0	–
Realized gain (loss)		(89,441	)		–0	–		(13,321	)		–0	–
Change in unrealized appreciation/depreciation		10,013			–0	–		16,575			–0	–
Net purchases (sales)		–0	–		–0	–		(144,209	)		–0	–
Net transfers in and/or out of Level 3		(214,890	)		(77,190	)		–0	–		–0	–
Balance as of 12/31/09	$	–0	–	$	–0	–	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	–0	–	$	–0	–	$	–0	–	$	–0	–

	Total
Balance as of 12/31/08	$	12,289,514
Accrued discounts/premiums		9,105
Realized gain (loss)		270,960
Change in unrealized appreciation/depreciation		284,151
Net purchases (sales)		(7,058,214	)
Net transfers in and/or out of Level 3		(1,892,739	)
Balance as of 12/31/09	$	3,902,777
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	759,758

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

23

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

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.

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.

During the year ended December 31, 2008, the Adviser reimbursed the Portfolio $233 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 year ended December 31, 2009, such fee amounted to $86,950.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $718, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

24

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $1,250 for the year ended December 31, 2009.

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 year ended December 31, 2009 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	54,968,655	$	73,852,280
U.S. government securities		106,368,102		89,251,419

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, swap contracts and foreign currency transactions) are as follows:

Cost	$	170,794,987
Gross unrealized appreciation	$	7,060,721
Gross unrealized depreciation		(6,468,019	)
Net unrealized appreciation	$	592,702

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

25

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

of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

• 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 year ended December 31, 2009, 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. The Portfolio may also enter into swaps for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the

26

AllianceBernstein Variable Products Series Fund

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 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 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 declines 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 December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	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	$	451,176	Unrealized depreciation of forward currency exchange contracts	$	352,947
Interest rate contracts				Payable for variation margin on futures contracts		1,102	*
Interest rate contracts	Unrealized appreciation on interest rate swap contracts		186,653
Total		$	637,829		$	354,049

* 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.

27

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 twelve months ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	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	$	276,650	$	196,082
Interest rate contracts	Net realized gain on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		170,859		12,546
Interest rate contracts	Net realized gain on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		119,357		(1,220,361	)
Total		$	566,866	$	(1,011,733	)

For the year ended December 31, 2009, the average monthly principal amount of foreign currency exchange contracts was $26,147,289, average monthly original value of futures contracts was $826,400 and average monthly notional amount of interest rate swaps was $11,407,692.

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).

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 year ended December 31, 2009, the Portfolio earned drop income of $13,523 which is included in interest income in the accompanying statement of operations.

28

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
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	825,299		889,328		$	9,170,402		$	9,800,251
Shares issued in reinvestment of dividends	435,251		275,397			4,631,069			3,089,962
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	–0	–	9,547,574			–0	–		106,562,852
Shares redeemed	(2,731,935	)	(4,045,124	)		(30,260,650	)		(43,829,291	)
Net increase (decrease)	(1,471,385	)	6,667,175		$	(16,459,179	)	$	75,623,774
Class B
Shares sold	554,181		527,791		$	6,108,982		$	5,931,418
Shares issued in reinvestment of dividends	129,882		89,497			1,370,253			996,992
Shares issued in connection with the acquisition of Global Dollar Government, High Yield, Americas Government Income and Global Bond Portfolios	–0	–	3,110,268			–0	–		34,459,827
Shares redeemed	(1,133,057	)	(1,531,497	)		(12,345,370	)		(16,528,861	)
Net increase (decrease)	(448,994	)	2,196,059		$	(4,866,135	)	$	24,859,376

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 is subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). As of December 31, 2009, the Bankruptcy Claim, based upon the estimated recovery value, was being valued at $241,530 (26.25% 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.

29

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

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

Derivatives Risk—The Portfolio may 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 year ended December 31, 2009.

NOTE H: Distributions to Shareholders

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.

During the current fiscal year, permanent differences primarily due to the tax treatment of foreign currency, the tax treatment of swap income, paydown reclassification, consent fee reclassification and capital loss carryforward expiration, resulted in a

30

AllianceBernstein Variable Products Series Fund

net increase in undistributed net investment income, a net decrease in accumulated net realized loss on investment and foreign currency transactions, and a net decrease to additional paid in capital. This reclassification had no effect on net assets.

NOTE I: Acquisition of AllianceBernstein Global Dollar Government Portfolio, AllianceBernstein High Yield Portfolio, AllianceBernstein Americas Government Income Portfolio and AllianceBernstein Global Bond Portfolio

On April 25, 2008, the Portfolio acquired all of the assets and assumed all of the liabilities of AllianceBernstein Global Dollar Government Portfolio (“Global Dollar Government”), AllianceBernstein High Yield Portfolio (“High Yield”), AllianceBernstein Americas Government Income Portfolio (“Americas Government Income”) and AllianceBernstein Global Bond Portfolio (“Global Bond”) in a tax free event, pursuant to a Plan of Acquisition and Liquidation.

As a result of the acquisition, stockholders of Global Dollar Government, High Yield, Americas Government Income and Global Bond received shares of the Portfolio equivalent to the aggregate net asset value of the shares they held in their respective Portfolios. On April 25, 2008, the acquisition was accomplished by a tax-free exchange of 12,657,842 shares of the Portfolio for 1,938,390 shares of Global Dollar Government, 5,108,831 shares of High Yield, 3,392,239 shares of Americas Government Income and 3,898,401 shares of Global Bond. The aggregate net assets of the Portfolio, Global Dollar Government, High Yield, Americas Government Income and Global Bond immediately before the acquisition were $85,627,226, $23,506,474, $31,533,721, $40,523,058, and $45,459,426 (including total net unrealized appreciation of investments and foreign currency denominated assets and liabilities of $2,895,655), respectively. Immediately after the acquisition, the combined net assets of the Portfolio amounted to $226,649,905.

NOTE J: 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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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.

31

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

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through February 12, 2010, 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.

32

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.50		$11.78		$11.78		$11.82		$12.28
Income From Investment Operations
Net investment income (a)	.52		.51		.54		.50		.41
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.37		(1.22	)	.01		(.06	)	(.17	)
Contributions from Adviser	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.89		(.71	)	.55		.44		.24
Less: Dividends and Distributions
Dividends from net investment income	(.41	)	(.57	)	(.55	)	(.48	)	(.36	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	(.34	)
Total dividends and distributions	(.41	)	(.57	)	(.55	)	(.48	)	(.70	)
Net asset value, end of period	$11.98		$10.50		$11.78		$11.78		$11.82
Total Return
Total investment return based on net asset value (c)	18.51	%*	(6.38	)%*	4.85	%	3.93	%	1.98	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$129,647		$129,111		$66,305		$71,655		$83,329
Ratio to average net assets of:
Expenses	.69	%	.64	%	.78	%	.77	%(d)	.71	%
Net investment income	4.69	%	4.72	%	4.58	%	4.25	%(d)	3.37	%
Portfolio turnover rate	102	%	106	%	90	%	327	%	529	%

See footnote summary on page 34.

33

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.40		$11.67		$11.67		$11.72		$12.18
Income From Investment Operations
Net investment income (a)	.49		.48		.50		.46		.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions	1.36		(1.21	)	.02		(.06	)	(.17	)
Contributions from Adviser	–0	–	.00	(b)	–0	–	–0	–	–0	–
Net increase (decrease) in net asset value from operations	1.85		(.73	)	.52		.40		.21
Less: Dividends and Distributions
Dividends from net investment income	(.39	)	(.54	)	(.52	)	(.45	)	(.33	)
Distributions from net realized gain on investment transactions	–0	–	–0	–	–0	–	–0	–	(.34	)
Total dividends and distributions	(.39	)	(.54	)	(.52	)	(.45	)	(.67	)
Net asset value, end of period	$11.86		$10.40		$11.67		$11.67		$11.72
Total Return
Total investment return based on net asset value (c)	18.20	%*	(6.59	)%*	4.60	%	3.59	%	1.75	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$41,341		$40,929		$20,289		$22,340		$24,716
Ratio to average net assets of:
Expenses	.94	%	.89	%	1.03	%	1.02	%(d)	.96	%
Net investment income	4.44	%	4.47	%	4.32	%	4.01	%(d)	3.14	%
Portfolio turnover rate	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) 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 0.01% and 0.09%, respectively.

See notes to financial statements.

34

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of

AllianceBernstein Variable Products Series Fund, Inc.

and Shareholders of AllianceBernstein Intermediate Bond Portfolio

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Intermediate Bond Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Intermediate Bond Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

35

INTERMEDIATE BOND PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and     Independent Compliance Officer Paul J. DeNoon(2), Vice President Shawn E. Keegan(2), Vice President	Alison M. Martier(2), Vice President Douglas J. Peebles(2), Vice President Greg J. Wilensky(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and     Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the Adviser’s U.S. Core Fixed Income Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Mr. Douglas J. Peebles, Ms. Alison M. Martier and Mr. Greg J. Wilensky are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

36

INTERMEDIATE BOND PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None

37

INTERMEDIATE BOND PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein, L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

*** Member of the Fair Value Pricing Committee.

38

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS*, AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and head of AllianceBernstein Investment Inc. (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of AllianceBernstein’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in AllianceBernstein’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Paul J. DeNoon 47	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Shawn E. Keegan 38	Vice President	Vice President of the Adviser**, with which he has been associated since prior to 2005.
Alison M. Martier 53	Vice President	Senior Vice President of the Adviser**, with which she has been associated since prior to 2005.
Douglas J. Peebles 44	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.
Greg J. Wilensky 42	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

39

INTERMEDIATE BOND 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”) approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”) at a meeting held on November 3-5, 2009.

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 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 2007 and 2008 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.

40

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 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. At the November 2009 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 Barclays Capital U.S. Government Bond Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2009 and (in the case of comparisons with the Index) the since inception period (September 1992 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-, 5- and 10-year periods, 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, and that the Portfolio underperformed the Index in all periods reviewed. The directors also reviewed performance information for periods ended September 30, 2009 (for which the data was not limited to Class A Shares), and noted that in the 3-month and year-to-date periods the Portfolio outperformed the Lipper Corporate Debt Funds A Rated Average and the Index. The directors also noted the changes to the Portfolio’s investment policies and the acquisition of the Fund’s AllianceBernstein Americas Government Income Portfolio, AllianceBernstein Global Bond Portfolio, AllianceBernstein Global Dollar Government Portfolio and AllianceBernstein High Yield Portfolio, effective April 2008. Based on their review, the directors concluded that the Fund’s relative performance over time 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 with an investment style substantially similar to that of the Portfolio. For this purpose, they reviewed the relevant fee information in the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer disclosing the institutional fee schedule for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolio. The directors noted that the institutional fee schedule for clients with an investment style substantially similar to that of the Portfolio had breakpoints at lower asset levels than those in the fee schedule applicable to the Portfolio and that the application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate that would be lower than that in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio pays a higher fee rate than a registered investment company with an investment style similar to that of the Portfolio that is sub-advised by the Adviser.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the 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 these facts, the directors did not place significant weight on these fee comparisons.

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

41

INTERMEDIATE BOND PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the Portfolio’s investment classification/objective. 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 45 basis points was lower than the Expense Group median. The directors noted that administrative expense reimbursement was 6 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 lower than the Expense Group median and higher than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors 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.

42

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”).^2,3 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.

43

INTERMEDIATE BOND 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 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.

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.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	%

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%

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.

44

AllianceBernstein Variable Products Series Fund

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%

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

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

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.

45

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

included the Portfolio’s ranking with respect to the proposed management fee relative to the 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.

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.

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.

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.

46

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees it 0.25%. During the fiscal year ended December 31, 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 Deli¹⁹ 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

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.

47

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

independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of 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.

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.

48

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

December 31, 2009

Annual Report

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	AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein International Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in an international portfolio of equity securities of companies within various market sectors selected by AllianceBernstein L.P. (the “Adviser”) for their growth potential. Research-driven stock selection is expected to be the primary driver of returns relative to the Portfolio’s benchmark, and other decisions, such as country allocation, are generally the result of the stock selection process. Examples of the types of market sectors in which the Portfolio may invest include, but are not limited to, telecommunications, information technology, health care, financial services, infrastructure, energy and natural resources, and consumer growth.

The Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging market countries. Geographic distribution of the Portfolio’s investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation. The Portfolio may also invest in synthetic foreign equity securities. The Adviser expects that normally the Portfolio’s portfolio will tend to emphasize investments in larger capitalization companies, although the Portfolio may invest in smaller or medium capitalization companies. The Portfolio normally invests in approximately 100-130 companies.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s Class A shares’ performance compared to the benchmarks, the Morgan Stanley Capital International (MSCI) All Country (AC) World (ex-US) Index (net) and the MSCI World (ex-US) Index (net), for the one-, five- and 10-year periods ended December 31, 2009, and for the Portfolio’s Class B shares’ performance since inception on July 3, 2000.

The Portfolio underperformed the MSCI AC World (ex-US) Index, and outperformed the MSCI World (ex-US) Index for the annual reporting period ended December 31, 2009. For the full year, positive stock selection was offset by negative sector selection, as strength from the Portfolio’s financial holdings was offset by an underweight in materials and an overweight in health care.

MARKET REVIEW AND INVESTMENT STRATEGY

After plunging early in the year following the 2008 economic crisis, international equities came roaring back in 2009, with the MSCI AC World (ex-US) Index finishing the year up 41.45%. The global economic recovery gathered steam as evidence emerged that the US and the euro area had returned to positive growth, and much of Asia—including China, India, South Korea and Taiwan—posted near double-digit gains in the third quarter. A resurgence of domestic demand in these countries has added momentum to the economic recoveries of other nations, such as Japan and Australia, by boosting their exports. Global trade flows and consumer and business confidence also rebounded during the year.

The first and fourth quarters of 2009 favored growth, while value stocks rallied in the middle two periods. This pattern was very much in sync with wholesale shifts in investor attitudes toward risk across styles: at first they shunned it altogether, then signs of economic recovery prompted them to embrace stocks previously considered high-risk and whose prices had plunged most precipitously. By the fourth quarter, however, a more discriminating attitude toward risk was becoming evident.

1

INTERNATIONAL GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

Neither the unmanaged Morgan Stanley Capital International (MSCI) World (ex-US) Index (net), nor the unmanaged MSCI All Country (AC) World (ex-US) Index (net) reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI AC World (ex-US) Index (net) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets, excluding the US. The MSCI World (ex-US) net Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance in 23 developed market countries, excluding the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

The MSCI World (ex-US) Index and MSCI AC World (ex-US) Index values are calculated using net returns. Net returns approximate the minimum possible dividend reinvestment—the dividend reinvested after deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.

A Word About Risk

Substantially all of the Portfolio’s assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. The Portfolio may invest in securities of emerging market nations. These investments have additional risks, such as illiquid or thinly traded markets, company management risk, heightened political instability and currency volatility. Accounting standards and market regulations in emerging market nations are not the same as those in the US. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

2

INTERNATIONAL GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARKS	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein International Growth Portfolio Class A	39.58%	5.30%	3.48%
AllianceBernstein International Growth Portfolio Class B	39.24%	5.03%	4.10%*
MSCI All Country World (ex-US) Index (net)	41.45%	5.83%	2.71%
MSCI World (ex-US) Index (net)	33.67%	4.07%	1.62%
* Since inception of the Portfolio’s Class B shares on 7/3/00.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 1.10% and 1.35% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein International Growth Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s benchmarks, the MSCI World (ex-US) Index (net) and the MSCI AC World (ex-US) Index (net). The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

3

INTERNATIONAL GROWTH PORTFOLIO
FUND EXPENSES	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

International Growth Portfolio	Beginning Account Value July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,255.46	$	5.34	0.94	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.47	$	4.79	0.94	%
Class B
Actual	$	1,000	$	1,253.60	$	6.76	1.19	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.21	$	6.06	1.19	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Industrial & Commercial Bank of China Ltd.—Class H	$	6,210,490	3.2	%
Investimentos Itau SA		5,673,938	2.9
Tesco PLC		4,215,665	2.1
ArcelorMittal (Euronext Amsterdam)		4,062,646	2.1
Standard Chartered PLC		3,839,728	1.9
British American Tobacco PLC		3,815,647	1.9
Credit Suisse Group AG		3,564,746	1.8
Partners Group Holding AG		3,484,135	1.8
Tullow Oil PLC		3,409,657	1.7
Cia Vale do Rio Doce (Sponsored ADR)—Class B		2,922,555	1.5
	$	41,199,207	20.9	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	48,058,041	24.6	%
Energy		28,989,946	14.9
Consumer Discretionary		27,353,133	14.0
Materials		19,536,103	10.0
Consumer Staples		16,413,352	8.4
Industrials		15,291,989	7.8
Health Care		13,928,578	7.1
Information Technology		13,148,367	6.7
Telecommunication Services		10,180,874	5.2
Utilities		516,671	0.3
Short-Term Investments		1,983,000	1.0
Total Investments	$	195,400,054	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.

5

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	46,220,496	23.6	%
Switzerland		16,941,594	8.7
China		16,171,018	8.3
Japan		14,792,553	7.6
France		14,462,058	7.4
Brazil		13,078,441	6.7
Germany		8,182,236	4.2
Netherlands		7,868,799	4.0
Canada		5,395,309	2.7
South Africa		5,282,826	2.7
Spain		4,631,339	2.4
South Korea		3,899,709	2.0
Australia		3,825,787	1.9
Other*		32,664,889	16.8
Short-Term Investments		1,983,000	1.0
Total Investments	$	195,400,054	100.0	%

* “Other” country weightings represents 1.9% or less in the following countries: Belgium, Denmark, Egypt, India, Ireland, Israel, Italy Mexico, Norway, Russia, Singapore, Sweden, Taiwan and United States.

6

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–98.2%
FINANCIALS–24.4%
CAPITAL MARKETS–8.2%
Credit Suisse Group AG	71,955	$	3,564,746
Gam Holding Ltd.	60,159		728,469
ICAP PLC	228,515		1,576,080
Julius Baer Group Ltd.	73,560		2,586,991
Macquarie Group Ltd.	58,438		2,503,852
Man Group PLC	338,962		1,672,899
Partners Group Holding AG	27,633		3,484,135
			16,117,172
COMMERCIAL BANKS–13.7%
Banco Santander Central Hispano SA	137,876		2,278,355
BNP Paribas SA	29,080		2,306,569
Commercial International Bank	55,564		550,852
HSBC Holdings PLC	222,374		2,536,920
ICICI Bank Ltd.	116,108		2,183,281
Industrial & Commercial Bank of China Ltd.–Class H	7,541,000		6,210,490
Investimentos Itau SA	833,614		5,673,938
Standard Chartered PLC	152,093		3,839,728
United Overseas Bank Ltd.	109,000		1,517,253
			27,097,386
DIVERSIFIED FINANCIAL SERVICES–1.4%
Companhia Brasileira de Meios de Pagamento	35,300		311,029
IG Group Holdings PLC	239,238		1,463,855
Singapore Exchange Ltd.	165,000		971,548
			2,746,432
INSURANCE–1.1%
China Life Insurance Co. Ltd.–Class H	428,000		2,097,051
			48,058,041
ENERGY–14.7%
ENERGY EQUIPMENT & SERVICES–5.0%
Petroleum Geo-Services ASA(a)	188,396		2,156,746
Saipem SpA	69,235		2,389,331
Schlumberger Ltd.	44,700		2,909,523
Tenaris SA	50,143		1,080,628
WorleyParsons Ltd.	50,911		1,321,935
			9,858,163
OIL, GAS & CONSUMABLE FUELS–9.7%
Afren PLC(a)	1,270,975		1,739,968
BG Group PLC	138,499		2,500,779
BP PLC	262,801		2,537,654
China Coal Energy Co.–Class H	1,090,000		1,972,328
LUKOIL (OTC US) (Sponsored ADR)	32,782		1,878,409
OGX Petroleo e Gas Participacoes SA	114,600		1,125,595
PetroChina Co. Ltd.–Class H	1,528,000		1,816,561

Company	Shares	U.S. $ Value
Suncor Energy, Inc. (New York)	18,300	$	646,173
Suncor Energy, Inc. (Toronto)	42,291		1,504,659
Tullow Oil PLC	162,516		3,409,657
			19,131,783
			28,989,946
CONSUMER DISCRETIONARY–13.9%
AUTO COMPONENTS–1.2%
Bridgestone Corp.	73,300		1,292,997
GKN PLC(a)	598,961		1,121,838
			2,414,835
AUTOMOBILES–4.1%
Bayerische Motoren Werke AG	23,948		1,090,168
Hyundai Motor Co.	16,454		1,703,180
Renault SA(a)	42,170		2,163,314
Suzuki Motor Corp.	65,600		1,615,532
Volkswagen AG	16,600		1,565,829
			8,138,023
DISTRIBUTORS–0.6%
Imperial Holdings Ltd.	103,900		1,239,729
HOTELS, RESTAURANTS & LEISURE–2.1%
Carnival PLC(a)	81,787		2,786,337
Compass Group PLC	61,865		442,737
Ctrip.com International Ltd. (ADR)(a)	11,900		855,134
			4,084,208
HOUSEHOLD DURABLES–1.0%
Persimmon PLC(a)	142,300		1,076,035
Sony Corp.	31,200		907,039
			1,983,074
MEDIA–2.8%
British Sky Broadcasting Group PLC	30,713		277,425
Eutelsat Communications	69,330		2,224,390
Naspers Ltd.–Class N	23,919		968,006
Pearson PLC	56,844		815,029
SES SA (FDR)	51,264		1,154,839
			5,439,689
MULTILINE RETAIL–0.2%
Next PLC	12,131		405,613
SPECIALTY RETAIL–1.7%
Belle International Holdings Ltd.	329,000		381,137
Fast Retailing Co. Ltd.	4,500		845,727
Kingfisher PLC	201,015		739,979
Nitori Co. Ltd.	5,200		387,047
Yamada Denki Co. Ltd.	13,310		897,914
			3,251,804
TEXTILES, APPAREL & LUXURY GOODS–0.2%
Compagnie Financiere Richemont SA	11,781		396,158
			27,353,133

7

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

Company	Shares	U.S. $ Value
MATERIALS–9.9%
CHEMICALS–0.4%
Umicore	26,356	$	879,200
CONSTRUCTION MATERIALS–1.0%
CRH PLC (London)	68,797		1,880,459
METALS & MINING–8.5%
ArcelorMittal (Euronext Amsterdam)	88,886		4,062,646
Cia Vale do Rio Doce (Sponsored ADR)–Class B	117,750		2,922,555
Equinox Minerals Ltd. (Toronto Stock Exchange)(a)	505,127		1,975,397
Evraz Group SA (Sponsored GDR)(a)(b)	28,566		806,990
Gerdau SA	86,500		1,447,794
Impala Platinum Holdings Ltd.	38,800		1,060,568
Mmx Mineracao E Metalicos SA(a)	166,500		1,181,088
Rio Tinto PLC	38,153		2,060,142
Xstrata PLC(a)	70,602		1,259,264
			16,776,444
			19,536,103
CONSUMER STAPLES–8.3%
BEVERAGES–1.5%
Anheuser-Busch InBev NV	56,214		2,910,038
FOOD & STAPLES RETAILING–2.1%
Tesco PLC	611,073		4,215,665
FOOD PRODUCTS–2.6%
China Mengniu Dairy Co. Ltd.(a)	112,000		400,291
Groupe Danone	25,063		1,536,409
Nestle SA	39,623		1,923,046
Unilever NV	39,032		1,270,367
			5,130,113
TOBACCO–2.1%
British American Tobacco PLC	117,537		3,815,647
KT&G Corp.(a)	6,182		341,889
			4,157,536
			16,413,352
INDUSTRIALS–7.8%
AIRLINES–0.4%
British Airways PLC(a)	134,397		404,218
Gol Linhas Aereas Inteligentes SA(a)	27,800		416,441
			820,659
CONSTRUCTION & ENGINEERING–0.4%
Aveng Ltd.	150,028		808,277
ELECTRICAL EQUIPMENT–1.6%
ABB Ltd.	73,058		1,407,777
Vestas Wind Systems A/S(a)	29,643		1,804,749
			3,212,526

Company	Shares	U.S. $ Value
INDUSTRIAL CONGLOMERATES–1.9%
Cookson Group PLC(a)	253,021	$	1,711,768
Siemens AG	21,245		1,949,673
			3,661,441
MACHINERY–1.8%
Komatsu Ltd.	60,800		1,272,798
NGK Insulators Ltd.	41,000		896,645
SKF AB	76,100		1,312,240
			3,481,683
MARINE–0.5%
China Shipping Development Co. Ltd.–Class H	664,000		990,905
TRADING COMPANIES & DISTRIBUTORS–1.2%
Mitsubishi Corp.	93,000		2,316,498
			15,291,989
HEALTH CARE–7.1%
HEALTH CARE PROVIDERS & SERVICES–0.4%
Fresenius Medical Care AG & Co. KGaA	14,765		783,239
LIFE SCIENCES TOOLS & SERVICES–0.6%
QIAGEN N.V.(a)	47,311		1,065,468
PHARMACEUTICALS–6.1%
Aspen Pharmacare Holdings Ltd.(a)	45,086		448,899
Bayer AG	25,387		2,031,558
Ipsen SA	18,090		1,003,079
Novo Nordisk A/S–Class B	11,016		703,280
Roche Holding AG	16,667		2,850,270
Sanofi-Aventis SA	29,134		2,291,181
Shire PLC	67,791		1,324,632
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	25,400		1,426,972
			12,079,871
			13,928,578
INFORMATION TECHNOLOGY–6.7%
COMMUNICATIONS EQUIPMENT–0.6%
Research In Motion Ltd.(a)	18,686		1,269,079
COMPUTERS & PERIPHERALS–0.6%
Toshiba Corp.(a)	225,000		1,248,502
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.6%
HON HAI Precision Industry Co. Ltd.	414,950		1,940,577
Keyence Corp.	5,360		1,112,433
			3,053,010

8

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
IT SERVICES–0.4%
Cap Gemini SA	18,410	$	839,868
OFFICE ELECTRONICS–0.7%
Canon, Inc.	30,600		1,301,677
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.4%
ASML Holding NV	43,065		1,470,318
Hynix Semiconductor, Inc.(a)	25,780		512,667
Novatek Microelectronics Corp. Ltd.	404,000		1,349,492
Samsung Electronics Co. Ltd.	1,957		1,341,973
Taiwan Semiconductor Manufacturing Co. Ltd. (Sponsored ADR)	1		11
			4,674,461
SOFTWARE–0.4%
SAP AG	15,979		761,770
			13,148,367
TELECOMMUNICATION SERVICES–5.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.1%
Iliad SA	7,886		942,409
Telefonica SA	84,068		2,352,984
Vimpel-Communications (Sponsored ADR)	42,385		787,937
			4,083,330
WIRELESS TELECOMMUNICATION SERVICES–3.1%
America Movil SAB de CV Series L (ADR)	24,800		1,165,104
China Mobile Ltd.	100,000		930,450
Idea Cellular Ltd.(a)	48,684		60,272
MTN Group Ltd.	47,583		757,347
NTT DoCoMo, Inc.	500		697,744
Vodafone Group PLC	1,073,806		2,486,627
			6,097,544
			10,180,874
UTILITIES–0.2%
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
China Longyuan Power Group Corp.(a)	399,000		516,671
Total Common Stocks (cost $162,156,599)			193,417,054

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.0%
TIME DEPOSIT–1.0%
State Street Time Deposit 0.01%, 1/04/10 (cost $1,983,000)	$	1,983	$	1,983,000
TOTAL INVESTMENTS–99.2% (cost $164,139,599)				195,400,054
Other assets less liabilities–0.8%				1,539,364
NET ASSETS–100.0%			$	196,939,418

9

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 2/17/10	18,756	$	16,893,529	$	16,774,042	$	(119,487	)
Australian Dollar settling 2/17/10	2,247		2,044,748		2,009,558		(35,190	)
Canadian Dollar settling 2/17/10	2,155		2,083,353		2,060,547		(22,806	)
Canadian Dollar settling 2/17/10	3,087		2,984,425		2,951,698		(32,727	)
Euro settling 2/17/10	223		331,552		319,664		(11,888	)
New Zealand Dollar settling 2/17/10	9,334		6,692,945		6,757,165		64,220
New Zealand Dollar settling 2/17/10	2,068		1,514,996		1,497,088		(17,908	)
Norwegian Krone settling 2/17/10	44,058		7,732,187		7,595,044		(137,143	)
Norwegian Krone settling 2/17/10	9,133		1,603,561		1,574,414		(29,147	)
Swedish Krona settling 2/17/10	14,385		2,061,804		2,011,053		(50,751	)
Swedish Krona settling 2/17/10	6,722		967,441		939,750		(27,691	)
Sale Contracts:
British Pound settling 2/17/10	1,682		2,653,725		2,716,074		(62,349	)
British Pound settling 2/17/10	1,013		1,602,384		1,635,780		(33,396	)
British Pound settling 2/17/10	10,100		16,734,084		16,309,360		424,724
Japanese Yen settling 2/17/10	229,347		2,488,115		2,463,057		25,058
Japanese Yen settling 2/17/10	176,320		1,939,117		1,893,577		45,540
Japanese Yen settling 2/17/10	318,058		3,516,707		3,415,763		100,944
Japanese Yen settling 2/17/10	104,696		1,159,321		1,124,376		34,945
Japanese Yen settling 2/17/10	112,483		1,259,495		1,208,004		51,491
Swiss Franc settling 2/17/10	1,527		1,488,406		1,476,542		11,864
Swiss Franc settling 2/17/10	7,088		6,979,401		6,853,787		125,614
Swiss Franc settling 2/17/10	1,295		1,286,138		1,252,208		33,930

(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 December 31, 2009, the market value of this security amounted to $806,990 or 0.4% of net assets.

Glossary:

ADR—American Depositary Receipt

FDR—Fiduciary Depositary Receipt

GDR—Global Depositary Receipt

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $164,139,599)	$	195,400,054
Cash		327
Foreign currencies, at value (cost $1,279,399)		1,274,508
Unrealized appreciation of forward currency exchange contracts		918,330
Receivable for investment securities sold		805,507
Dividends and interest receivable		270,604
Receivable for capital stock sold		32,306
Total assets		198,701,636
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		704,271
Unrealized depreciation of forward currency exchange contracts		580,483
Foreign capital gains tax payable		142,279
Advisory fee payable		124,348
Payable for capital stock redeemed		124,248
Administrative fee payable		22,010
Distribution fee payable		15,090
Transfer Agent fee payable		109
Accrued expenses and other liabilities		49,380
Total liabilities		1,762,218
NET ASSETS	$	196,939,418
COMPOSITION OF NET ASSETS
Capital stock, at par	$	11,859
Additional paid-in capital		232,212,550
Undistributed net investment income		2,262,462
Accumulated net realized loss on investment and foreign currency transactions		(69,008,247	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		31,460,794
	$	196,939,418

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	124,335,337	7,462,250	$	16.66
B	$	72,604,081	4,396,685	$	16.51

See notes to financial statements.

11

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $293,534)	$	3,591,962
Interest		307
		3,592,269
EXPENSES
Advisory fee (see Note B)		1,064,253
Distribution fee—Class B		135,618
Transfer agency—Class A		5,375
Transfer agency—Class B		3,201
Custodian		150,986
Administrative		79,010
Audit		44,633
Legal		30,686
Printing		4,573
Directors’ fees		3,584
Miscellaneous		15,123
Total expenses		1,537,042
Net investment income		2,055,227
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(27,442,726	)(a)
Foreign currency transactions		3,447,900
Net change in unrealized appreciation/depreciation of:
Investments		72,661,704	(b)
Foreign currency denominated assets and liabilities		(2,801,337	)
Net gain on investment and foreign currency transactions		45,865,541
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	47,920,768

(a) Net of foreign capital gains taxes of $74,402.

(b) Net of increase in accrued foreign capital gains taxes of $145,334.

See notes to financial statements.

12

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,055,227		$	3,360,311
Net realized loss on investment and foreign currency transactions		(23,994,826	)		(41,516,782	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		69,860,367			(76,954,686	)
Contributions from Adviser (see Note B)		–0	–		13,762
Net increase (decrease) in net assets from operations		47,920,768			(115,097,395	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(3,925,111	)		–0	–
Class B		(2,361,509	)		–0	–
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(2,519,650	)
Class B		–0	–		(1,046,092	)
CAPITAL STOCK TRANSACTIONS
Net increase		29,538,145			21,155,538
Total increase (decrease)		71,172,293			(97,507,599	)
NET ASSETS
Beginning of period		125,767,125			223,274,724
End of period (including undistributed net investment income of $2,262,462 and $3,086,177, respectively)	$	196,939,418		$	125,767,125

See notes to financial statements.

13

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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 disclosure requirements also 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.

14

AllianceBernstein Variable Products Series Fund

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 developed 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 December 31, 2009:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks
Financials	$	8,571,958		$	39,486,083		$	–0	–	$	48,058,041
Energy		6,185,950			22,803,996			–0	–		28,989,946
Consumer Discretionary		855,134			26,497,999			–0	–		27,353,133
Materials		8,333,824			11,202,279			–0	–		19,536,103
Consumer Staples		341,889			16,071,463			–0	–		16,413,352
Industrials		416,441			14,875,548			–0	–		15,291,989
Health Care		1,426,972			12,501,606			–0	–		13,928,578
Information Technology		1,269,090			11,879,277			–0	–		13,148,367
Telecommunication Services		1,953,041			8,227,833			–0	–		10,180,874
Utilities		516,671			–0	–		–0	–		516,671
Short-Term Investments		–0	–		1,983,000			–0	–		1,983,000
Total Investments in Securities		29,870,970			165,529,084	+		–0	–		195,400,054
Other Financial Instruments*:
Assets		–0	–		918,330			–0	–		918,330
Liabilities		–0	–		(580,483	)		–0	–		(580,483	)
Total	$	29,870,970		$	165,866,931		$	–0	–	$	195,737,901

* 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.

15

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

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

	Financials			Total
Balance as of 12/31/08	$	1,741,327		$	1,741,327
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		(2,927,242	)		(2,927,242	)
Change in unrealized appreciation/depreciation		3,524,762			3,524,762
Net purchases (sales)		(2,338,847	)		(2,338,847	)
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 12/31/09	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	–0	–	$	–0	–

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken 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.

16

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, 2008, the Adviser reimbursed the Portfolio $13,762 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 year ended December 31, 2009, such fee amounted to $79,010.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $352,427, 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 $1,250 for the year ended December 31, 2009.

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 year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	191,979,152		$	162,824,800
U.S. government securities		–0	–		–0	–

17

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

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	167,429,276
Gross unrealized appreciation	$	31,350,119
Gross unrealized depreciation		(3,379,341	)
Net unrealized appreciation	$	27,970,778

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 year ended December 31, 2009, the Portfolio had no transactions in written options.

18

AllianceBernstein Variable Products Series Fund

At December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	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	$	918,330	Unrealized depreciation of forward currency exchange contracts	$	580,483
Total		$	918,330		$	580,483

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	3,475,828		$(2,834,651)
Total		$	3,475,828	$	(2,834,651	)

For the year ended December 31, 2009, the average monthly principal amount of foreign currency exchange contracts was $100,841,584.

19

INTERNATIONAL GROWTH 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
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	2,255,155		1,768,205		$	34,294,801		$	31,829,711
Shares issued in reinvestment of dividends and distributions	288,187		106,991			3,925,111			2,519,650
Shares redeemed	(1,509,475	)	(2,102,875	)		(19,928,866	)		(39,787,413	)
Net increase (decrease)	1,033,867		(227,679	)	$	18,291,046		$	(5,438,052	)
Class B
Shares sold	1,444,164		2,209,963		$	20,384,907		$	42,722,983
Shares issued in reinvestment of dividends and distributions	174,668		44,724			2,361,509			1,046,092
Shares redeemed	(873,820	)	(933,277	)		(11,499,317	)		(17,175,485	)
Net increase	745,012		1,321,410		$	11,247,099		$	26,593,590

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.

20

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 year ended December 31, 2009.

NOTE H : Distributions to Shareholders

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”).

During the current fiscal year, permanent differences primarily due to the tax treatment of foreign currency, PFICs, and reclassification of foreign capital gains tax resulted in a net decrease in distributions in excess of net investment income, a net increase in accumulated net realized loss on investments and foreign currency transactions. This reclassification had no effect on net assets.

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

21

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

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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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 February 12, 2010, 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.

22

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$12.52		$24.89		$30.37		$24.27		$20.18
Income From Investment Operations
Net investment income (a)	.22		.38		.20		.30		.25
Net realized and unrealized gain (loss) on investment and foreign currency transactions	4.59		(12.35	)	5.16		6.18		3.94
Contributions from Adviser	–0–		.00	(b)	–0–		–0–		–0–
Net increase (decrease) in net asset value from operations	4.81		(11.97	)	5.36		6.48		4.19
Less: Dividends and Distributions
Dividends from net investment income	(.67	)	–0–		(.56	)	(.23	)	(.10	)
Distributions from net realized gain on investment and foreign currency transactions	–0–		(.40	)	(10.28	)	(.15	)	–0–
Total dividends and distributions	(.67	)	(.40	)	(10.84	)	(.38	)	(.10	)
Net asset value, end of period	$16.66		$12.52		$24.89		$30.37		$24.27
Total Return
Total investment return based on net asset value (c)	39.58	%	(48.85	)%*	18.13	%	27.04	%	20.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$124,335		$80,458		$165,642		$81,655		$58,438
Ratio to average net assets of:
Expenses	.99	%	.98	%	1.21	%(d)	1.23	%(d)	1.41	%
Net investment income	1.55	%	1.93	%	.66	%(d)	1.11	%(d)	1.16	%
Portfolio turnover rate	118	%	90	%	126	%	74	%	43	%

See footnote summary on page 24.

23

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
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$12.41		$24.73		$30.20		$24.16		$20.11
Income From Investment Operations
Net investment income (a)	.18		.31		.13		.22		.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions	4.55		(12.23	)	5.11		6.16		3.91
Contributions from Adviser	–0–		.00	(b)	–0–		–0–		–0–
Net increase (decrease) in net asset value from operations	4.73		(11.92	)	5.24		6.38		4.12
Less: Dividends and Distributions
Dividends from net investment income	(.63	)	–0–		(.43	)	(.19	)	(.07	)
Distributions from net realized gain on investment and foreign currency transactions	–0–		(.40	)	(10.28	)	(.15	)	–0–
Total dividends and distributions	(.63	)	(.40	)	(10.71	)	(.34	)	(.07	)
Net asset value, end of period	$16.51		$12.41		$24.73		$30.20		$24.16
Total Return
Total investment return based on net asset value (c)	39.24	%	(48.96	)%*	17.78	%	26.70	%	20.55	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$72,604		$45,309		$57,633		$35,321		$25,215
Ratio to average net assets of:
Expenses	1.24	%	1.23	%	1.45	%(d)	1.48	%(d)	1.66	%
Net investment income	1.28	%	1.63	%	.45	%(d)	.81	%(d)	.95	%
Portfolio turnover rate	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) 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.

24

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of

AllianceBernstein Variable Products Series Fund, Inc.

and Shareholders of AllianceBernstein International Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein International Growth Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein International Growth Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

25

TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For the fiscal year ended December 31, 2009, the Portfolio designates $367,936 as foreign tax credit with an associated foreign source income of $3,885,496.

26

INTERNATIONAL GROWTH
PORTFOLIO	AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Gregory D. Eckersley(2), Vice President Robert W. Scheetz(2), Vice President	Christopher M. Toub(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio’s portfolio are made by the International Growth

Portfolio Oversight Group, comprised of senior sector analysts. Mr. Gregory D. Eckersley, Mr. Robert W. Scheetz and Mr. Christopher M. Toub are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

27

INTERNATIONAL GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE AND (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

28

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE AND (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

*** Member of the Fair Value Pricing Committee.

29

INTERNATIONAL GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and head of AllianceBernstein Investments, Inc (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of AllianceBernstein’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in AllianceBernstein’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Gregory D. Eckersley 45	Vice President	Senior Vice President of Adviser**, with which he has been associated since prior to 2005.
Robert W. Scheetz 44	Vice President	Senior Vice President of Adviser**, with which he has been associated since prior to 2005.
Christopher M. Toub 50	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.

30

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABIS, ABI, , and ABL are affiliates of the Fund.

The Fund’s Statement of Additional Information (SAI) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

31

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 02/28/09 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	101.1	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 $94,250 (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
International Growth Portfolio	Class A    0.98% Class B    1.23%	December 31

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

32

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 and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
International Growth Portfolio5	$	101.1	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	0.598	0.750

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

5 Fees shown for the International Large Cap Growth Strategy are similar, but more concentrated than the Portfolio’s strategy.

33

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.⁶ 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. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁷ at the approximate current asset level of the Portfolio.⁸

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

Portfolio	Contractual Management Fee9	Lipper Group Median	Rank
International Growth Portfolio	0.750	0.953	2/12

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

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 funds’ total

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

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

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

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

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

34

AllianceBernstein Variable Products Series Fund

expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹¹

Portfolio	Expense Ratio (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Growth Portfolio	0.978	1.060	3/12	1.008	8/26

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

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE 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 2008, relative to 2007.¹³

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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $141,560 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, 2008, the Adviser determined that it made payment in the amount of $286,741 on behalf of the Portfolio to ABI.

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

11 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.

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

13 The Adviser’s profitability increased in 2008 as the Portfolio’s average AUM increased from $132 million in 2007 to $202.6 million in 2008.

35

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 $969 from the Portfolio.¹⁴

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

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

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

36

AllianceBernstein Variable Products Series Fund

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

With assets under management of approximately $411 billion as of March 31, 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, 3, 5 and 10 year performance rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended January 31, 2009.²⁰

	Portfolio Return	PG Median (%)	PU Median (%)	PG Rank	PU Rank
1 year	–49.15	–42.77	–46.96	11/12	25/35
3 year	–13.80	–10.78	–13.53	10/12	18/31
5 year	0.37	0.37	–0.25	6/11	8/23
10 year	3.84	1.02	0.70	1/10	3/17

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending January 31, 2009 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)	Since Inception (%)	Annualized			Risk Period (Year)
									Volatility (%)	Sharpe (%)
International Growth Portfolio	–	49.15	–	13.80		0.37	3.84	6.16	20.13	–	0.03	5
MSCI All Country World ex US Index (Net)	–	45.01	–	11.81		0.36	N/A	N/A	18.16	–	0.06	5
MSCI World ex US Index (Net)	–	43.75	–	12.05	–	0.34	0.19	2.66	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 1, 2009

18 The performance rankings are for the Class A shares of the Portfolio. It should be noted that the performance returns of the Portfolio shown were provided by 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.

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

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

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

22 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2009.

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

37

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

December 31, 2009

Annual Report

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 AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein International Value Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio will invest primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and more than 40 developed and emerging-market countries. The Portfolio normally invests in companies in at least three countries other than the United States. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging-market countries worldwide. The Portfolio invests in companies that are determined by AllianceBernstein L.P.’s (the “Adviser’s”) Bernstein unit “Bernstein” to be undervalued, using a fundamental value approach. In selecting securities for the Portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.

The Portfolio may invest in depositary receipts, instruments of supranational entities denominated in the currency of any country, securities of multinational companies and “semi-governmental securities” and enter into forward commitments. The Portfolio may enter into derivatives transactions, such as options, futures, forwards and swap agreements.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index (Net), for the one- and five-year periods ended December 31, 2009, and since the Portfolio’s Class A shares’ inception on May 10, 2001, and the Portfolio’s Class B shares’ inception on August 15, 2001.

The Portfolio outperformed the benchmark for the annual reporting period ended December 31, 2009. Positive stock selection was the main driver of relative outperformance for the period. The Portfolio’s finance, technology and capital equipments holdings contributed meaningfully to relative returns, while its overweight of the telecommunications sector was a slight drag on performance.

MARKET REVIEW AND INVESTMENT STRATEGY

The year was marked by abrupt and frequent swings in style leadership, driven largely by shifting attitudes about risk. Value stocks fell much more sharply than the market in the first quarter, as investors fled risk of all kinds. But value outperformed in the second- and third-quarter rally, as investors dove back into harder-hit stocks previously branded as risky, encouraged by growing evidence that the economy and banking system were stabilizing. The fourth quarter, however, showed renewed signs of risk aversion as investors began questioning the pace and durability of the economic recovery.

As fears of systemic collapse continue to fade, the Portfolio’s International Value Investment Policy Group expects investors to become more discriminating among stocks and within sectors, and for its research-driven stock selection to be increasingly important. After plunging early in the year following the 2008 crash, international equities came roaring back in 2009, with the MSCI EAFE Index finishing the year up 31.78%. The global economic recovery gathered steam as evidence emerged that the US and the euro area had returned to positive growth, and much of Asia—including China, India, South Korea and Taiwan—posted near double-digit gains in the third quarter. A resurgence of domestic demand in these countries has added momentum to the economic recoveries of other nations, such as Japan and Australia, by boosting their exports. Global trade flows and consumer and business confidence also rebounded during the annual period.

1

INTERNATIONAL VALUE PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index (Net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Index is a market capitalization-weighted index that measures stock performance in 21 countries in Europe, Australasia and the Far East. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

The MSCI EAFE Index values are calculated using net returns. Net returns approximate the minimum possible dividend reinvestment—the dividend is reinvested after deduction of withholding tax, applying the highest rate applicable to non-resident institutional individuals who do not benefit from double taxation treaties.

A Word About Risk

Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be “value” stocks are able to turn their business around or successfully employ corrective strategies, which would result in stock prices that rise as initially expected. Substantially all of the Portfolio’s assets will be invested in foreign securities, which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Portfolio may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Portfolio’s net asset value. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus.

There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have any questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

2

INTERNATIONAL VALUE PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)	AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	Since Inception*
AllianceBernstein International Value Portfolio Class A	34.68%	1.10%	6.94%
AllianceBernstein International Value Portfolio Class B	34.36%	0.85%	6.61%
MSCI EAFE Index (Net)	31.78%	3.54%	4.11%
*  Since inception of the Portfolio’s Class A shares on 5/10/01 and Class B shares on 8/15/01. The since-inception return for the benchmark is from the Portfolio’s Class A shares’ inception date.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual expense ratios as 0.81% and 1.06% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO CLASS A

GROWTH OF A $10,000 INVESTMENT

5/10/01* – 12/31/09

* Since inception of the Portfolio’s Class A shares on 5/10/01.

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein International Value Portfolio Class A shares (from 5/10/01* to 12/31/09) as compared to the performance of the Portfolio’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

3

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,249.56	$	4.71	0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.02	$	4.23	0.83	%
Class B
Actual	$	1,000	$	1,248.75	$	6.12	1.08	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.76	$	5.50	1.08	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
BP PLC	$	57,918,744	3.1	%
Royal Dutch Shell PLC (Euronext Amsterdam)—Class A		53,451,142	2.8
Vodafone Group PLC		51,609,326	2.7
Sanofi-Aventis SA		40,935,724	2.2
GlaxoSmithKline PLC		38,128,222	2.0
Societe Generale—Class A		38,034,575	2.0
BNP Paribas SA		37,266,163	2.0
Bayer AG		35,418,422	1.9
Samsung Electronics Co. Ltd.		34,631,632	1.8
Novartis AG		34,306,058	1.8
	$	421,700,008	22.3	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	487,004,382	26.2	%
Telecommunication Services		226,313,806	12.2
Energy		223,568,689	12.0
Health Care		178,849,334	9.7
Consumer Discretionary		174,666,396	9.4
Industrials		163,977,093	8.9
Information Technology		129,054,068	7.0
Materials		112,110,303	6.0
Utilities		72,659,934	3.9
Consumer Staples		62,391,793	3.4
Short-Term Investments		25,004,000	1.3
Total Investments	$	1,855,599,798	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.

5

INTERNATIONAL VALUE PORTFOLIO
COUNTRY DIVERSIFICATION
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	314,830,469	17.0	%
France		263,880,057	14.2
Germany		245,303,725	13.2
Japan		232,514,655	12.5
Australia		108,329,423	5.8
Netherlands		103,535,533	5.6
South Korea		84,519,325	4.6
Italy		79,560,347	4.3
Canada		51,770,801	2.8
Spain		51,245,747	2.8
Switzerland		42,851,112	2.3
Russia		35,573,792	1.9
Brazil		31,152,801	1.7
Other*		185,528,011	10.0
Short-Term Investments		25,004,000	1.3
Total Investments	$	1,855,599,798	100.0	%

* “Other” country weightings represents 1.6% or less in the following countries: Belgium, Denmark, Finland, Hong Kong, Israel, Kazakhstan, New Zealand, Norway, South Africa, Sweden, Taiwan and Turkey.

6

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–97.0%
FINANCIALS–25.8%
CAPITAL MARKETS–1.5%
Deutsche Bank AG	387,200	$	27,378,917
COMMERCIAL BANKS–17.2%
Australia & New Zealand Banking Group Ltd.	1,030,500		21,000,000
Banco Bradesco SA	386,200		8,070,049
Banco do Brasil SA	1,353,100		23,082,751
Banco Santander Central Hispano SA	1,698,383		28,065,215
Barclays PLC	3,442,000		15,167,054
BNP Paribas SA	469,832		37,266,163
Credit Agricole SA	1,516,491		26,614,222
Danske Bank A/S(a)	771,500		17,319,715
Hana Financial Group, Inc.(a)	374,500		10,584,977
KB Financial Group, Inc.(a)	474,611		24,167,309
National Australia Bank Ltd.	1,024,300		24,997,118
Societe Generale–Class A	547,418		38,034,575
Standard Bank Group Ltd.	544,500		7,478,778
Sumitomo Mitsui Financial Group, Inc.	455,200		13,062,128
Turkiye Garanti Bankasi AS	3,580,400		15,252,168
UniCredito Italiano SpA(a)	4,375,600		14,630,948
			324,793,170
CONSUMER FINANCE–0.6%
ORIX Corp.	171,340		11,665,555
INSURANCE–3.9%
Allianz SE	263,900		32,713,049
Aviva PLC	1,602,085		10,191,112
Muenchener Rueckversicherungs AG (MunichRe)	119,700		18,644,439
Old Mutual PLC(a)	3,066,100		5,369,347
Sun Life Financial, Inc.	231,000		6,681,408
			73,599,355
REAL ESTATE INVESTMENT TRUSTS (REITs)–1.2%
Klepierre	107,700		4,363,493
Unibail-Rodamco SE	85,500		18,782,642
			23,146,135
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.4%
Lend Lease Corp. Ltd.	686,200		6,334,283
Mitsui Fudosan Co. Ltd.	1,188,000		20,086,964
			26,421,247
			487,004,379
TELECOMMUNICATION SERVICES–12.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–8.6%
Bezeq Israeli Telecommunication Corp. Ltd.	6,039,100		15,226,310
BT Group PLC	2,825,980		6,154,510

Company	Shares	U.S. $ Value
Deutsche Telekom AG	1,369,200	$	20,085,912
France Telecom SA	1,090,800		27,257,209
Nippon Telegraph & Telephone Corp.	571,800		22,587,841
Telecom Corp. of New Zealand Ltd.	3,093,859		5,579,768
Telecom Italia SpA (ordinary shares)	11,258,700		17,562,965
Telecom Italia SpA (savings shares)	10,781,700		11,975,081
Telefonica SA	828,200		23,180,532
TELUS Corp.–Class A	387,300		12,128,006
			161,738,134
WIRELESS TELECOMMUNICATION SERVICES–3.4%
KDDI Corp.	2,448		12,966,346
Vodafone Group PLC	22,286,575		51,609,326
			64,575,672
			226,313,806
ENERGY–11.8%
OIL, GAS & CONSUMABLE FUELS–11.8%
BP PLC	5,998,100		57,918,745
ENI SpA	1,108,200		28,221,195
KazMunaiGas Exploration Production (GDR)	320,750		7,986,675
LUKOIL (OTC US) (Sponsored ADR)	458,350		26,263,455
Nexen, Inc.	193,300		4,661,305
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A	1,773,900		53,451,142
StatoilHydro ASA	1,046,100		26,089,339
Suncor Energy, Inc. (Toronto)	533,376		18,976,833
			223,568,689
HEALTH CARE–9.5%
HEALTH CARE PROVIDERS & SERVICES–0.3%
Fresenius Medical Care AG & Co. KGaA	109,000		5,782,123
PHARMACEUTICALS–9.2%
AstraZeneca PLC	516,600		24,278,785
Bayer AG	442,600		35,418,422
GlaxoSmithKline PLC	1,798,000		38,128,222
Novartis AG	628,210		34,306,058
Sanofi-Aventis SA	520,527		40,935,724
			173,067,211
			178,849,334

7

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

Company	Shares	U.S. $ Value
CONSUMER DISCRETIONARY–9.3%
AUTOMOBILES–1.9%
Bayerische Motoren Werke AG	185,100	$	8,426,176
Nissan Motor Co. Ltd.(a)	3,160,100		27,770,677
			36,196,853
HOTELS, RESTAURANTS & LEISURE–1.5%
TABCORP Holdings Ltd.	1,518,300		9,420,064
Thomas Cook Group PLC	2,017,000		7,451,163
TUI Travel PLC	2,775,200		11,373,668
			28,244,895
HOUSEHOLD DURABLES–1.4%
Electrolux AB Series B(a)	92,500		2,173,672
Sharp Corp.	1,114,000		14,067,909
Sony Corp.	349,800		10,169,304
			26,410,885
LEISURE EQUIPMENT & PRODUCTS–0.4%
Namco Bandai Holdings, Inc.	724,000		6,916,369
MEDIA–3.0%
Lagardere SCA	408,000		16,518,108
Vivendi SA	674,510		20,019,283
WPP PLC	1,970,000		19,267,201
			55,804,592
MULTILINE RETAIL–0.4%
Marks & Spencer Group PLC	1,251,000		8,082,660
SPECIALTY RETAIL–0.4%
Esprit Holdings Ltd.	1,014,600		6,731,530
TEXTILES, APPAREL & LUXURY GOODS–0.3%
Yue Yuen Industrial Holdings Ltd.	2,159,000		6,278,612
			174,666,396
INDUSTRIALS–8.7%
AEROSPACE & DEFENSE–0.9%
Bombardier, Inc.–Class B	2,031,400		9,323,249
Rolls-Royce Group PLC	900,200		7,010,249
			16,333,498
AIR FREIGHT & LOGISTICS–1.1%
Deutsche Post AG	1,119,990		21,645,823
AIRLINES–0.8%
Qantas Airways Ltd.	5,824,974		15,541,625
BUILDING PRODUCTS–1.0%
Cie de Saint-Gobain	353,500		19,176,075
INDUSTRIAL CONGLOMERATES–0.5%
Bidvest Group Ltd.	533,800		9,305,971

Company	Shares	U.S. $ Value
PROFESSIONAL SERVICES–1.4%
Adecco SA	154,900	$	8,545,054
Randstad Holding NV(a)	361,300		17,977,339
			26,522,393
ROAD & RAIL–0.5%
East Japan Railway Co.	141,000		8,922,582
TRADING COMPANIES & DISTRIBUTORS–2.2%
Mitsubishi Corp.	906,800		22,587,098
Mitsui & Co. Ltd.	573,000		8,128,640
Wolseley PLC(a)	500,700		10,022,451
			40,738,189
TRANSPORTATION INFRASTRUCTURE–0.3%
Macquarie Infrastructure Group	4,862,100		5,790,937
			163,977,093
INFORMATION TECHNOLOGY–6.8%
COMMUNICATIONS EQUIPMENT–1.6%
Nokia OYJ	2,175,200		28,125,329
Telefonaktiebolaget LM Ericsson–Class B	241,092		2,219,505
			30,344,834
COMPUTERS & PERIPHERALS–1.5%
Compal Electronics, Inc. (GDR)(b)	1,191,637		8,261,500
Toshiba Corp.(a)	3,702,000		20,542,027
			28,803,527
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.1%
AU Optronics Corp.	7,964,990		9,542,028
Hitachi High-Technologies Corp.	152,000		3,015,736
Murata Manufacturing Co. Ltd.	151,900		7,580,904
			20,138,668
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.6%
Hynix Semiconductor, Inc.(a)	761,100		15,135,408
Samsung Electronics (Preference Shares)	18,900		8,519,047
Samsung Electronics Co. Ltd.	38,080		26,112,584
			49,767,039
			129,054,068
MATERIALS–5.9%
CHEMICALS–2.2%
BASF SE	288,000		17,824,521
Israel Chemicals Ltd.	1,068,200		14,026,625
Koninklijke Dsm NV	199,100		9,782,473
			41,633,619

8

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
CONSTRUCTION MATERIALS–0.4%
Fletcher Building Ltd.	1,266,212	$	7,305,570
CONTAINERS & PACKAGING–0.3%
Amcor Ltd.	1,212,539		6,750,634
METALS & MINING–2.8%
BHP Billiton Ltd.	292,400		11,189,193
MMC Norilsk Nickel (ADR)(a)	648,804		9,310,338
Rio Tinto PLC	272,000		14,687,141
Xstrata PLC(a)	970,130		17,303,327
			52,489,999
PAPER & FOREST PRODUCTS–0.2%
Svenska Cellulosa AB– Class B	294,800		3,930,481
			112,110,303
UTILITIES–3.9%
ELECTRIC UTILITIES–3.1%
E.ON AG	800,200		33,587,647
Electricite de France	108,800		6,466,345
Enel SpA	1,238,500		7,170,158
The Tokyo Electric Power Co., Inc.	438,700		11,010,684
			58,234,834
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.2%
Drax Group PLC	629,800		4,198,777
MULTI-UTILITIES–0.6%
RWE AG	105,380		10,226,323
			72,659,934

Company	Shares		U.S. $ Value
CONSUMER STAPLES–3.3%
FOOD & STAPLES RETAILING–3.0%
Aeon Co. Ltd.		1,408,700	$	11,433,891
Casino Guichard Perrachon SA		94,800		8,446,219
Koninklijke Ahold NV		1,685,040		22,324,579
Metro AG		222,200		13,570,372
				55,775,061
FOOD PRODUCTS–0.3%
Associated British Foods PLC		499,100		6,616,732
				62,391,793
Total Common Stocks (cost $1,699,106,695)				1,830,595,795
RIGHTS–0.0%
FINANCIALS–0.0%
DIVERSIFIED FINANCIAL SERVICES–0.0%
Fortis(a) (cost $0)		2,209,932		3
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.3%
TIME DEPOSIT–1.3%
State Street Time Deposit 0.01%, 1/04/10 (cost $25,004,000)	$	25,004		25,004,000
TOTAL INVESTMENTS–98.3% (cost $1,724,110,695)				1,855,599,798
Other assets less liabilities–1.7%				31,468,695
NET ASSETS–100.0%			$	1,887,068,493

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts	Expiration Month	Original Value		Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
FTSE 100 INDEX	72	March 2010	$	6,000,927	$	6,235,128	$	234,201
TOPIX INDEX	180	March 2010		17,277,603		17,481,075		203,472
							$	437,673

9

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

	Contract Amount (000)	U.S. $ Value on Origination Date		U.S. $ Value at December 31, 2009		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Australian Dollar settling 1/15/10	195,202	$	172,012,002	$	175,163,482	$	3,151,480
Australian Dollar settling 4/15/10	38,974		34,085,491		34,640,107		554,616
British Pound settling 1/15/10	4,450		7,374,362		7,187,242		(187,120	)
British Pound settling 1/15/10	68,675		114,116,561		110,917,724		(3,198,837	)
British Pound settling 1/15/10	3,827		6,375,667		6,181,028		(194,639	)
British Pound settling 1/15/10	7,189		11,922,525		11,611,030		(311,495	)
British Pound settling 1/15/10	23,898		38,476,497		38,597,915		121,418
Canadian Dollar settling 1/15/10	17,493		16,781,627		16,726,278		(55,349	)
Euro settling 1/15/10	6,202		9,253,508		8,890,797		(362,711	)
New Zealand Dollar settling 1/15/10	127,204		92,696,099		92,299,450		(396,649	)
New Zealand Dollar settling 4/15/10	20,506		14,433,148		14,780,337		347,189
Norwegian Krone settling 1/15/10	471,710		82,322,862		81,437,425		(885,437	)
Swedish Krona settling 1/15/10	524,945		74,664,897		73,375,068		(1,289,829	)
Swedish Krona settling 4/15/10	78,244		10,823,492		10,941,916		118,424
Swedish Krona settling 4/15/10	51,599		7,076,111		7,215,786		139,675
Sale Contracts:
Australian Dollar settling 1/15/10	16,133		14,710,231		14,476,862		233,369
Australian Dollar settling 1/15/10	10,234		9,324,914		9,183,426		141,488
British Pound settling 1/15/10	100,005		164,181,208		161,519,140		2,662,068
British Pound settling 1/15/10	25,786		40,956,935		41,647,243		(690,308	)
Canadian Dollar settling 1/15/10	5,233		4,883,899		5,003,637		(119,738	)
Canadian Dollar settling 1/15/10	46,316		43,691,454		44,285,960		(594,506	)
Canadian Dollar settling 1/15/10	12,328		11,812,842		11,787,661		25,181
Euro settling 1/15/10	37,700		55,295,344		54,044,346		1,250,998
Euro settling 1/15/10	66,019		99,674,166		94,640,682		5,033,484
Euro settling 4/15/10	3,185		4,738,452		4,565,011		173,441
Euro settling 4/15/10	57,495		82,390,335		82,406,695		(16,360	)
Japanese Yen settling 1/15/10	826,602		9,075,660		8,875,771		199,889
Japanese Yen settling 1/15/10	8,163,290		91,630,729		87,654,632		3,976,097
Japanese Yen settling 4/15/10	379,661		4,241,548		4,078,813		162,735
New Zealand Dollar settling 1/15/10	22,671		17,008,011		16,450,118		557,893
Swiss Franc settling 1/15/10	7,153		7,106,947		6,915,217		191,730
Swiss Franc settling 4/15/10	5,004		4,802,073		4,840,634		(38,561	)

(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 December 31, 2009, the market value of this security amounted to $8,261,500 or 0.4% of net assets.

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

REIT—Real Estate Investment Trust

See notes to financial statements.

10

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $1,724,110,695)	$	1,855,599,798
Cash		868,457	(a)
Foreign currencies, at value (cost $12,571,972)		12,593,051
Unrealized appreciation of forward currency exchange contracts		19,041,175
Receivable for investment securities sold and foreign currency transactions		7,548,568
Dividends and interest receivable		3,265,698
Receivable for capital stock sold		183,081
Receivable for variation margin on futures contracts		16,427
Other asset		37,567
Total assets		1,899,153,822
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		8,341,539
Payable for capital stock redeemed		1,743,186
Advisory fee payable		1,196,686
Distribution fee payable		360,314
Payable for investment securities purchased		96,153
Administrative fee payable		21,946
Transfer Agent fee payable		153
Accrued expenses		325,352
Total liabilities		12,085,329
NET ASSETS	$	1,887,068,493
COMPOSITION OF NET ASSETS
Capital stock, at par	$	129,683
Additional paid-in capital		2,757,266,603
Distributions in excess of net investment income		(3,763,493	)
Accumulated net realized loss on investment and foreign currency transactions		(1,009,221,082	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		142,656,782
	$	1,887,068,493

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	179,342,409	12,199,464	$	14.70
B	$	1,707,726,084	117,483,265	$	14.54

(a) An amount of $867,957 has been segregated to collateralize margin requirements for open futures contracts outstanding at December 31, 2009.

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $7,164,348)	$	63,628,225
Interest		9,464
		63,637,689
EXPENSES
Advisory fee (see Note B)		13,880,117
Distribution fee—Class B		4,222,056
Transfer agency—Class A		1,085
Transfer agency—Class B		10,782
Printing		707,308
Custodian		464,232
Administrative		80,696
Legal		74,405
Audit		41,898
Directors’ fees		3,559
Miscellaneous		85,227
Total expenses		19,571,365
Net investment income		44,066,324
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(758,964,272	)
Futures contracts		4,638,169
Foreign currency transactions		(24,708,650	)
Net change in unrealized appreciation/depreciation of:
Investments		1,288,346,053
Futures contracts		38,288
Foreign currency denominated assets and liabilities		6,792,430
Net gain on investment and foreign currency transactions		516,142,018
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	560,208,342

See notes to financial statements.

12

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	44,066,324		$	71,102,116
Net realized loss on investment and foreign currency transactions		(779,034,753	)		(345,490,659	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,295,176,771			(1,519,896,164	)
Net increase (decrease) in net assets from operations		560,208,342			(1,794,284,707	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		(2,172,110	)		(2,216,163	)
Class B		(16,521,947	)		(20,468,603	)
Net realized gain on investment and foreign currency transactions
Class A		–0	–		(12,223,065	)
Class B		–0	–		(146,438,238	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(469,073,106	)		752,222,152
CAPITAL CONTRIBUTIONS
Proceeds from third party regulatory settlement (see Note E)		37,567			–0	–
Total increase (decrease)		72,478,746			(1,223,408,624	)
NET ASSETS
Beginning of period		1,814,589,747			3,037,998,371
End of period (including distributions in excess of net investment income of ($3,763,493) and ($4,427,110), respectively)	$	1,887,068,493		$	1,814,589,747

See notes to financial statements.

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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 disclosure requirements also 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.

14

AllianceBernstein Variable Products Series Fund

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 developed 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 December 31, 2009:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks
Financials	$	37,834,207		$	449,170,172		$	–0	–	$	487,004,379
Telecommunication Services		12,128,006			214,185,800			–0	–		226,313,806
Energy		31,624,813			191,943,876			–0	–		223,568,689
Health Care		–0	–		178,849,334			–0	–		178,849,334
Consumer Discretionary		–0	–		174,666,396			–0	–		174,666,396
Industrials		9,323,249			154,653,844			–0	–		163,977,093
Information Technology		–0	–		129,054,068			–0	–		129,054,068
Materials		–0	–		112,110,303			–0	–		112,110,303
Utilities		–0	–		72,659,934			–0	–		72,659,934
Consumer Staples		–0	–		62,391,793			–0	–		62,391,793
Rights		–0	–		–0	–		3			3
Short-Term Investments		–0	–		25,004,000			–0	–		25,004,000
Total Investments in Securities		90,910,275			1,764,689,520	+		3			1,855,599,798
Other Financial Instruments*:
Assets		437,673			19,041,175			–0	–		19,478,848
Liabilities		–0	–		(8,341,539	)		–0	–		(8,341,539	)
Total	$	91,347,948		$	1,775,389,156		$	3		$	1,866,737,107

* 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.

15

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			Total
Balance as of 12/31/08	$	3		$	3
Accrued discounts /premiums		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		–0	–		–0	–
Net purchases (sales)		–0	–		–0	–
Net transfers in and/or out of Level 3		–0	–		–0	–
Balance as of 12/31/09	$	3		$	3
Net change in unrealized appreciation/depreciation from Investments held as of 12/31/09*	$	–0	–	$	–0	–

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

3. Currency Translation

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

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

4. Taxes

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

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken 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.

16

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. This waiver extends through May 1, 2010 and may be extended by the Adviser for additional one-year terms. For the year ended December 31, 2009, 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 year ended December 31, 2009, such fee amounted to $80,696.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $1,997,848, of which $0 and $2,586, 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 $1,250 for the year ended December 31, 2009.

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 year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	926,190,187		$	1,379,756,863
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures and foreign currency transactions) are as follows:

Cost	$	1,768,903,996
Gross unrealized appreciation	$	214,025,490
Gross unrealized depreciation		(127,329,688	)
Net unrealized appreciation	$	86,695,802

17

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.

• 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.

18

AllianceBernstein Variable Products Series Fund

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 year ended December 31, 2009, the Portfolio had no transactions in written options.

At December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	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	$	19,041,175		Unrealized depreciation of forward currency exchange contracts	$	8,341,539
Equity contracts	Receivable for variation margin on futures contracts		437,673	*
Total		$	19,478,848			$	8,341,539

* 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 year ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	Location of Gain or (Loss) on Derivatives	Realized Gain (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	$	(22,035,273	)	$	6,272,526
Equity contracts	Net realized gain/(loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		4,638,169			38,288
Total		$	(17,397,104	)	$	6,310,814

For the year ended December 31, 2009, the average monthly principal amount of foreign currency exchange contracts was $1,235,255,367 and average monthly original value of futures contracts was $45,977,091.

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).

19

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

NOTE E: Capital Stock

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

	SHARES				AMOUNT
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	4,516,357		8,440,024		$	52,692,835		$	148,140,128
Shares issued in reinvestment of dividends and distributions	151,261		635,809			2,172,110			14,439,228
Shares redeemed	(6,509,436	)	(3,773,976	)		(77,800,323	)		(60,943,186	)
Net increase (decrease)	(1,841,818	)	5,301,857		$	(22,935,378	)	$	101,636,170
Class B
Shares sold	23,570,199		49,688,884		$	241,290,066		$	761,634,791
Shares issued in reinvestment of dividends and distributions	1,163,518		7,421,380			16,521,947			166,906,841
Shares redeemed	(59,100,246	)	(18,551,975	)		(703,949,741	)		(277,955,650	)
Net increase (decrease)	(34,366,529	)	38,558,289		$	(446,137,728	)	$	650,585,982

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.

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 year ended December 31, 2009.

20

AllianceBernstein Variable Products Series Fund

NOTE H: Distributions to Shareholders

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”).

During the current fiscal year, permanent differences primarily due to the tax treatment of foreign currency resulted in a net decrease in undistributed net investment income and a net decrease in accumulated net realized loss on investments and foreign currency transactions. This reclassification had no effect on net assets.

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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.

21

INTERNATIONAL VALUE 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 February 12, 2010, 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.

22

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$11.05		$25.14		$24.96		$19.07		$16.70
Income From Investment Operations
Net investment income (a)	.29		.54		.43		.38		.26	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	3.54		(13.15	)	1.07		6.21		2.49
Net increase (decrease) in net asset value from operations	3.83		(12.61	)	1.50		6.59		2.75
Less: Dividends and Distributions
Dividends from net investment income	(.18	)	(.23	)	(.31	)	(.30	)	(.10	)
Distributions from net realized gain on investment transactions	–0	–	(1.25	)	(1.01	)	(.40	)	(.28	)
Total dividends and distributions	(.18	)	(1.48	)	(1.32	)	(.70	)	(.38	)
Net asset value, end of period	$14.70		$11.05		$25.14		$24.96		$19.07
Total Return
Total investment return based on net asset value (c)	34.68	%	(53.18	)%	5.84	%	35.36	%	16.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$179,342		$155,183		$219,691		$129,837		$56,692
Ratio to average net assets of:
Expenses, net of waivers/reimbursements	.83	%	.81	%	.81	%	.85	%(d)	.86	%
Expenses, before waivers/reimbursements	.83	%	.81	%	.81	%	.85	%(d)	.87	%
Net investment income	2.40	%	2.98	%	1.68	%	1.75	%(d)	1.54	%(b)
Portfolio turnover rate	52	%	36	%	23	%	25	%	18	%

See footnote summary on page 24.

23

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
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$10.93		$24.88		$24.74		$18.93		$16.61
Income From Investment Operations
Net investment income (a)	.28		.50		.36		.33		.19	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	3.47		(13.02	)	1.06		6.16		2.50
Net increase (decrease) in net asset value from operations	3.75		(12.52	)	1.42		6.49		2.69
Less: Dividends and Distributions
Dividends from net investment income	(.14	)	(.18	)	(.27	)	(.28	)	(.09	)
Distributions from net realized gain on investment transactions	–0	–	(1.25	)	(1.01	)	(.40	)	(.28	)
Total dividends and distributions	(.14	)	(1.43	)	(1.28	)	(.68	)	(.37	)
Net asset value, end of period	$14.54		$10.93		$24.88		$24.74		$18.93
Total Return
Total investment return based on net asset value (c)	34.36	%	(53.28	)%	5.58	%	35.05	%	16.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$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	%	1.06	%	1.06	%	1.10	%(d)	1.11	%
Expenses, before waivers/reimbursements	1.08	%	1.06	%	1.06	%	1.10	%(d)	1.12	%
Net investment income	2.38	%	2.77	%	1.41	%	1.53	%(d)	1.08	%(b)
Portfolio turnover rate.	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) The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

24

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of AllianceBernstein Variable Products Series Fund, Inc. and Shareholders of AllianceBernstein International Value Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein International Value Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein International Value Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

25

TAX INFORMATION (unaudited) AllianceBernstein Variable Products Series Fund

For the fiscal year ended December 31, 2009, the Portfolio designates $7,164,348 as foreign tax credit with an associated foreign source income of $70,792,573.

26

INTERNATIONAL VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Henry S. D’Auria(2), Vice President Sharon E. Fay(2), Vice President Eric J. Franco(2), Vice President	Joseph G. Paul(2), Vice President Kevin F. Simms(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 20111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the International Value Investment Policy Group. Ms. Sharon E. Fay, Mr. Joseph G. Paul, Mr. Kevin F. Simms, Mr. Henry S. D’Auria and Mr. Eric J. Franco are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

27

INTERNATIONAL VALUE PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993 Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice-Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None

28

AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** Member of the Fair Value Pricing Committee.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

29

INTERNATIONAL VALUE PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of AllianceBernstein L.P. (the “Adviser”)** and head of AllianceBernstein Investments Inc. (“ABI”)** since July 2008; Director of ABI and the President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, he was Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he has been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
Henry S. D’Auria 48	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Sharon E. Fay 49	Vice President	Executive Vice President of the Adviser**, with which she has been associated since prior to 2005.
Eric J. Franco 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Joseph G. Paul 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Kevin F. Simms 43	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Charke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

30

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 02/28/09 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	1,538.4	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 $91,750 (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 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

31

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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% Class B    1.45%	0.81% 1.06%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. 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 a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)	AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee(%)	Portfolio Advisory Fee(%)
International Value Portfolio	$1,538.4	International Strategic Value Schedule 90 bp on 1st $25m 70 bp on next $25m 60 bp on next $50m 50 bp on the balance Minimum account size $25m	0.513	0.750

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

32

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Value Fund, a retail mutual fund which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of AllianceBernstein International Value Fund⁵. 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	0.739	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	Fee6
International Value Portfolio	Bernstein Kokusai Strategic Value7	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

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 following sub-advisory relationships. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

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	0.348	0.750
	Client #28,9	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	0.581	0.750

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

6 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on April 8, 2009 by Reuters was ¥99.64 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.1 million.

7 This ITM Fund is privately placed or institutional.

8 Assets are aggregated with other similar managed accounts of the client for purposes of calculating the investment advisory fee.

9 The client is an affiliate of the Adviser.

33

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

Portfolio		Fee Schedule	Effective Sub-Adv. Fee(%)		Portfolio Advisory Fee(%)
	Client #3	0.45% on 1st $200 million 0.36% on next $300 million 0.32% on the balance	0.345		0.750
	Client #4	0.55% on 1st $150 million 0.50% on next $150 million 0.45% on the balance	0.465		0.750
	Client #5	0.50%	0.500		0.750
	Client #6	0.30%	0.300		0.750
	Client #7	0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/– Performance Fee10	0.206	11	0.750
	Client #8	0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% on the balance	0.276		0.750
	Client #9	0.50% on 1st $100 million 0.46% on next $300 million 0.41% thereafter	0.426		0.750
	Client #10	0.72% on 1st $25 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance	0.372		0.750
	Client #11	0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% on the balance	0.333		0.750
	Client #12	0.35% on 1st $1 billion 0.325% on the balance	0.341		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.

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

10 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.

11 The calculation excludes the performance fee.

34

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”)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.

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 Fee14	Lipper Exp. Group Median	Rank
International Value Portfolio15	0.750	0.779	6/15

However, because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁶ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁷

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 funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁸

Portfolio	Expense Ratio (%)19	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
International Value Portfolio20	0.818	0.852	5/15	0.994	9/56

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

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

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

15 The Portfolio’s EG includes the Portfolio, four other variable insurance product (“VIP”) International Value funds (“IFVE”) and ten VIP International Core funds (“IFCE”).

16 It should be noted that the expansion of the Portfolio’s EU was not requested by the Senior Officer or the Adviser. They requested that only the EG be expanded.

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

18 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.

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

20 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE and IFCE funds, excluding outliers.

35

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

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 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, 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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $5,868,684 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, 2008, the Adviser determined that it made payment in the amount of $1,298,762 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 $969 from the Portfolio.²¹

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.

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

36

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,²² 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 Deli²³ 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.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 $411 billion as of March 31, 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, 3 and 5 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, 2009.²⁷

	Portfolio Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year	–	55.15	–	43.97	–	44.83	4/4	26/26
3 year	–	18.39	–	12.73	–	12.39	4/4	25/25
5 year	–	3.31	–	1.84	–	0.97	3/3	19/20

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

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

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

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.

37

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

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

Periods Ending January 31, 2009 Annualized Performance

1 Year (%)

3 Year (%)

5 Year (%)

Since Inception (%)

Annualized

Risk Period (Year)

Volatility (%)

Sharpe (%)

International Value Portfolio

–55.15

–18.39

–3.31

1.93

20.39

–0.21

5

MSCI EAFE Index (Net)

–43.74

–12.25

–0.70

–0.40

16.92

–0.14

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 1, 2009

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, 2009.

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.

38

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

December 31, 2009

Annual Report

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 AllianceBernstein Variable Products Series Fund

LETTER TO INVESTORS

February 12, 2010

The following is an update of AllianceBernstein Variable Products Series Fund AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) for the annual reporting period ended December 31, 2009.

INVESTMENT OBJECTIVE AND POLICIES

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in the equity securities of a limited number of large, carefully selected, high-quality US companies. The Adviser tends to focus on those companies that have strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. Under normal circumstances, the Portfolio will invest at least 80% of its net assets in common stocks of large-capitalization companies. For these purposes, “large-capitalization companies” are those that, at the time of investment, have market capitalizations within the range of market capitalizations of companies appearing in the Russell 1000 Growth Index. The Adviser looks for companies whose substantially above-average earnings growth is not fully reflected in current market valuations. The Adviser expects that normally the Portfolio’s investments will tend to emphasize investments in securities issued by US companies, although it may invest in foreign securities. The Portfolio is designed for those seeking to accumulate capital over time with less volatility than that associated with investment in smaller companies. Normally, the Portfolio invests in about 50-70 companies, with the 25 most highly regarded of these companies usually constituting approximately 70% of the Portfolio’s net assets. The Portfolio is thus atypical from most equity mutual funds in its focus on a relatively small number of intensively researched companies.

INVESTMENT RESULTS

The table on page 3 shows the Portfolio’s performance compared to its benchmark, the Russell 1000 Growth Index, in addition to the broad market as measured by the Standard & Poor’s (S&P) 500 Stock Index, for the one-, five- and 10-year periods ended December 31, 2009.

The Portfolio’s Class A shares outperformed its benchmark for the annual reporting period ended December 31, 2009. Outperformance for the period was due to stock selection, primarily in the materials, energy and technology sectors. These sectors accounted for seven out of ten of the Portfolio’s top ten individual contributors. Stock selection in the financials sector also added to relative outperformance for the period. Detractors for the 12-month period came from stock selection in the consumer discretionary and consumer staples sectors, as well as the Portfolio’s overweight in the health care sector.

MARKET REVIEW AND INVESTMENT STRATEGY

Several transitions took place in 2009. In terms of investment style, the first and fourth quarters favored growth, while value stocks rallied in the middle two periods. This pattern was very much in sync with wholesale shifts in investor attitudes toward risk across styles: first they shunned risk altogether, then signs of economic recovery prompted them to embrace stocks previously branded as risky and whose prices had plunged most precipitously. By the fourth quarter, however, a more discriminating attitude toward risk was becoming evident.

Financials were one example; the sector got particularly hard hit during the reporting period amid fears of potentially restrictive regulation, concerns around financial stability at some companies and increased regulatory restrictions overshadowed generally improving fundamental performance. After outperforming through September 30, 2009, financials were the S&P 500 Stock Index’s only underperforming sector for the fourth quarter. The financials sector remains the Portfolio’s largest overweight.

1

LARGE CAP GROWTH PORTFOLIO
HISTORICAL PERFORMANCE	AllianceBernstein Variable Products Series Fund

An Important Note About the Value of Historical Performance

The performance shown on the following page represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. Please contact your Financial Advisor or Insurance Agent Representative at your financial institution to obtain portfolio performance information current to the most recent month-end.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

All fees and expenses related to the operation of the Portfolio have been deducted, but no adjustment has been made for insurance company separate account or annuity contract charges, which would reduce total return to a contract owner. NAV returns do not reflect sales charges; if sales charges were reflected, the Portfolio’s quoted performance would be lower. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

Neither the unmanaged Russell 1000 Growth Index nor the unmanaged Standard & Poor’s (S&P) 500 Stock Index reflects fees and expenses associated with the active management of a mutual fund portfolio. The Russell 1000 Growth Index contains those securities in the Russell 1000 Index with a greater-than-average growth orientation. The unmanaged Russell 1000 Index is comprised of 1000 of the largest capitalized companies that are traded in the United States. The S&P 500 Stock Index is comprised of 500 US companies and is a common measure of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolio.

A Word About Risk

The Portfolio concentrates its investments in a limited number of issues and an investment in the Portfolio is therefore subject to greater risk and volatility than investments in a more diversified portfolio. Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations. While the Portfolio invests principally in common stocks and other equity securities, in order to achieve its investment objectives, the Portfolio may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Variable Products prospectus. There are additional fees and expenses associated with all Variable Products. These fees can include mortality and expense risk charges, administrative charges, and other charges that can significantly reduce investment returns. Those fees and expenses are not reflected in this annual report. You should consult your Variable Products prospectus for a description of those fees and expenses and speak to your insurance agent or financial representative if you have questions. You should read the prospectus before investing or sending money.

(Historical Performance continued on next page)

2

LARGE CAP GROWTH PORTFOLIO HISTORICAL INFORMATION (continued from previous page) AllianceBernstein Variable Products Series Fund

THE PORTFOLIO VS. ITS BENCHMARK	Returns
PERIODS ENDED DECEMBER 31, 2009	1 Year	5 Years	10 Years
AllianceBernstein Large Cap Growth Portfolio Class A*	37.52%	1.62%	-3.54%
AllianceBernstein Large Cap Growth Portfolio Class B*	37.10%	1.36%	-3.79%
Russell 1000 Growth Index	37.21%	1.63%	-3.99%
S&P 500 Stock Index	26.46%	0.42%	-0.95%
* 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, 2009 by 1.96%.

The Portfolio’s current prospectus fee table shows the Portfolio’s total annual operating expense ratios as 0.84% and 1.09% for Class A and Class B, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO CLASS A GROWTH OF A $10,000 INVESTMENT

12/31/99 – 12/31/09

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Large Cap Growth Portfolio Class A shares (from 12/31/99 to 12/31/09) as compared to the performance of the Portfolio’s benchmark, the Russell 1000 Growth Index, and the broad market, as represented by the S&P 500 Stock Index. The chart assumes the reinvestment of dividends and capital gains distributions.

See Historical Performance and Benchmark disclosures on previous page.

3

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 July 1, 2009		Ending Account Value December 31, 2009		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,257.32	$	4.95	0.87	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.82	$	4.43	0.87	%
Class B
Actual	$	1,000	$	1,255.45	$	6.37	1.12	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.56	$	5.70	1.12	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

4

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
December 31, 2009 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.—Class A	$	30,134,128	6.8	%
Apple, Inc.		30,024,355	6.8
JP Morgan Chase & Co.		22,874,746	5.1
The Goldman Sachs Group, Inc.		22,269,996	5.0
Alcon, Inc.		21,086,105	4.7
Schlumberger Ltd.		16,886,950	3.8
Intel Corp.		16,654,560	3.7
QUALCOMM, Inc.		15,330,564	3.5
Gilead Sciences, Inc.		15,009,504	3.4
Hewlett-Packard Co.		14,863,211	3.3
	$	205,134,119	46.1	%

SECTOR DIVERSIFICATION

December 31, 2009 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	139,423,286	31.4	%
Financial Services		76,655,299	17.2
Health Care		65,857,932	14.8
Consumer Discretionary		45,209,540	10.2
Energy		41,944,921	9.4
Producer Durables		37,937,725	8.5
Materials & Processing		26,271,679	5.9
Consumer Staples		9,353,403	2.1
Short-Term Investments		2,216,000	0.5
Total Investments	$	444,869,785	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.

5

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
December 31, 2009	AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
COMMON STOCKS–99.4%
TECHNOLOGY–31.3%
COMMUNICATIONS TECHNOLOGY–5.1%
Cisco Systems, Inc.(a)	307,200	$	7,354,368
QUALCOMM, Inc.	331,400		15,330,564
			22,684,932
COMPUTER SERVICES SOFTWARE & SYSTEMS–8.2%
Google, Inc.–Class A(a)	48,605		30,134,128
Microsoft Corp.	215,400		6,567,546
			36,701,674
COMPUTER TECHNOLOGY–12.1%
Apple, Inc.(a)	142,390		30,024,355
EMC Corp.(a)	501,300		8,757,711
Hewlett-Packard Co.	288,550		14,863,211
			53,645,277
PRODUCTION TECHNOLOGY EQUIPMENT–1.4%
KLA-Tencor Corp.	140,400		5,076,864
Lam Research Corp.(a)	31,900		1,250,799
			6,327,663
SEMICONDUCTORS & COMPONENT–4.5%
Broadcom Corp.–Class A(a)	108,400		3,409,180
Intel Corp.	816,400		16,654,560
			20,063,740
			139,423,286
FINANCIAL SERVICES–17.2%
ASSET MANAGEMENT & CUSTODIAN–1.6%
Franklin Resources, Inc.	69,300		7,300,755
BANKS: DIVERSIFIED–1.0%
Bank of America Corp.	269,800		4,063,188
Wells Fargo & Co.	10,700		288,793
			4,351,981
DIVERSIFIED FINANCIAL SERVICES–12.8%
The Blackstone Group LP	588,500		7,721,120
Credit Suisse Group AG (Sponsored ADR)	83,500		4,104,860
The Goldman Sachs Group, Inc.	131,900		22,269,996
JP Morgan Chase & Co.	548,950		22,874,746
			56,970,722
INSURANCE: LIFE–0.4%
Principal Financial Group, Inc.	66,000		1,586,640
SECURITIES BROKERAGE & SERVICES–1.4%
CME Group, Inc.–Class A	19,185		6,445,201
			76,655,299

Company	Shares	U.S. $ Value
HEALTH CARE–14.8%
BIOTECHNOLOGY–2.3%
Baxter International, Inc.	85,500	$	5,017,140
Celgene Corp.(a)	93,000		5,178,240
			10,195,380
HEALTH CARE SERVICES–0.6%
Medco Health Solutions, Inc.(a)	40,300		2,575,573
MEDICAL SERVICES–5.6%
Alcon, Inc.	128,300		21,086,105
Covidien PLC	79,300		3,797,677
			24,883,782
PHARMACEUTICALS–6.3%
Gilead Sciences, Inc.(a)	346,800		15,009,504
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)	182,600		10,258,468
Vertex Pharmaceuticals, Inc.(a)	68,500		2,935,225
			28,203,197
			65,857,932
CONSUMER DISCRETIONARY–10.2%
AUTO PARTS–1.5%
Johnson Controls, Inc.	253,900		6,916,236
CABLE TELEVISION SERVICES–0.8%
Comcast Corp.–Class A	214,100		3,609,726
DIVERSIFIED RETAIL–6.8%
Costco Wholesale Corp.	147,000		8,697,990
Kohl’s Corp.(a)	180,800		9,750,544
Target Corp.	180,000		8,706,600
Wal-Mart Stores, Inc.	55,000		2,939,750
			30,094,884
ENTERTAINMENT–0.4%
The Walt Disney Co.	49,900		1,609,275
HOTEL/MOTEL–0.4%
Hyatt Hotels Corp.(a)	58,700		1,749,847
LEISURE TIME–0.3%
Carnival Corp.(a)	38,800		1,229,572
			45,209,540
ENERGY–9.4%
ALTERNATIVE ENERGY–1.2%
Suncor Energy, Inc. (New York)	154,200		5,444,802
ENERGY EQUIPMENT–0.6%
Vestas Wind Systems A/S (ADR)(a)	139,000		2,821,700
OIL WELL EQUIPMENT & SERVICES–5.4%
Cameron International Corp.(a)	141,700		5,923,060
National Oilwell Varco, Inc.	28,600		1,260,974
Schlumberger Ltd.	259,440		16,886,950
			24,070,984

6

AllianceBernstein Variable Products Series Fund

Company	Shares	U.S. $ Value
OIL: CRUDE PRODUCERS–2.2%
Occidental Petroleum Corp.	118,100	$	9,607,435
			41,944,921
PRODUCER DURABLES–8.5%
AEROSPACE–0.4%
Goodrich Corp.	26,800		1,721,900
AIR TRANSPORT–0.6%
FedEx Corp.	31,600		2,637,020
DIVERSIFIED MANUFACTURING OPERATIONS–4.8%
Danaher Corp.	120,600		9,069,120
Illinois Tool Works, Inc.	260,800		12,515,792
			21,584,912
ENGINEERING & CONTRACTING SERVICES–0.2%
Quanta Services, Inc.(a)	44,300		923,212
MACHINERY & ENGINEERING–0.7%
Ingersoll-Rand PLC	86,400		3,087,936
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.4%
Cooper Industries Ltd.–Class A	145,100		6,187,064
TRANSPORTATION MISC–0.4%
United Parcel Service, Inc.–Class B	31,300		1,795,681
			37,937,725
MATERIALS & PROCESSING–5.9%
CHEMICALS: SPECIALTY–2.1%
Air Products & Chemicals, Inc.	114,550		9,285,423

Company	Shares		U.S. $ Value
COPPER–1.9%
Freeport-McMoRan Copper & Gold, Inc.(a)		103,135	$	8,280,709
METALS & MINERALS: DIVERSIFIED–0.9%
Vale SA (Sponsored ADR)–Class B		137,400		3,988,722
STEEL–1.0%
ArcelorMittal (New York)		103,100		4,716,825
				26,271,679
CONSUMER STAPLES–2.1%
BEVERAGE: BREWERS & DISTILLERS–0.5%
Anheuser-Busch InBev NV (ADR)(a)		44,100		2,294,523
BEVERAGE: SOFT DRINKS–1.6%
Pepsico, Inc.		116,100		7,058,880
				9,353,403
Total Common Stocks (cost $344,360,809)				442,653,785
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
State Street Time Deposit 0.01%, 1/04/10 (cost $2,216,000)	$	2,216		2,216,000
TOTAL INVESTMENTS–99.9% (cost $346,576,809)				444,869,785
Other assets less liabilities–0.1%				530,505
Net Assets–100.0%			$	445,400,290

CALL OPTIONS WRITTEN (see Note D)

Description	Contracts*	Exercise Price		Expiration Month	U.S. $ Value
Arcelormittal NY Registered (premiums received $14,628)	132	$	44.00	January 2010	$	34,320

(a) Non-income producing security.

 * One contract relates to 100 shares.

Glossary:

ADR—American Depositary Receipt

LP—Limited Partnership

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
December 31, 2009	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $346,576,809)	$	444,869,785
Cash		231
Receivable for capital stock sold		1,037,359
Receivable for investment securities sold		495,985
Dividends and interest receivable		471,873
Total assets		446,875,233
LIABILITIES
Options written, at value (premium received $14,628)		34,320
Payable for capital stock redeemed		679,886
Advisory fee payable		280,428
Payable for investment securities purchased		260,585
Printing fee payable		120,026
Distribution fee payable		48,876
Administrative fee payable		20,508
Transfer Agent fee payable		125
Accrued expenses		30,189
Total liabilities		1,474,943
NET ASSETS	$	445,400,290
COMPOSITION OF NET ASSETS
Capital stock, at par	$	17,802
Additional paid-in capital		901,712,576
Undistributed net investment income		1,290,941
Accumulated net realized loss on investment and foreign currency transactions		(555,894,313	)
Net unrealized appreciation on investments		98,273,284
	$	445,400,290

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

Class	Net Assets		Shares Outstanding	Net Asset Value
A	$	211,940,400	8,358,633	$	25.36
B	$	233,459,890	9,443,254	$	24.72

See notes to financial statements.

8

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Year Ended December 31, 2009	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends (net of foreign taxes withheld of $94,352)	$	5,266,697
Interest		51
		5,266,748
EXPENSES
Advisory fee (see Note B)		2,923,096
Distribution fee—Class B		506,526
Transfer agency—Class A		7,529
Transfer agency—Class B		8,216
Printing		212,976
Custodian		107,572
Administrative		79,258
Legal		45,630
Audit		37,490
Directors’ fees		3,682
Miscellaneous		15,013
Total expenses		3,946,988
Net investment income		1,319,760
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(25,468,044	)(a)
Options written		78,684
Foreign currency transactions		36
Net change in unrealized appreciation/depreciation of:
Investments		149,230,404
Options written		(19,692	)
Net gain on investment and foreign currency transactions		123,821,388
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	125,141,148

(a) Includes class action settlement proceeds of $8,303,270.

See notes to financial statements.

9

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

	Year Ended December 31, 2009			Year Ended December 31, 2008
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,319,760		$	259,748
Net realized loss on investment and foreign currency transactions		(25,389,324	)		(67,058,377	)
Net change in unrealized appreciation/depreciation of investments		149,210,712			(207,667,148	)
Net increase (decrease) in net assets from operations		125,141,148			(274,465,777	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(288,603	)		–0	–
CAPITAL STOCK TRANSACTIONS
Net decrease		(53,880,424	)		(140,298,489	)
Total increase (decrease)		70,972,121			(414,764,266	)
NET ASSETS
Beginning of period		374,428,169			789,192,435
End of period (including undistributed net investment income of $1,290,941 and $259,748, respectively)	$	445,400,290		$	374,428,169

See notes to financial statements.

10

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
December 31, 2009	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.

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

11

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

date. The disclosure requirements also 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 developed 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 December 31, 2009:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

Technology

$

139,423,286

$

–0

–

$

–0

–

$

139,423,286

Financial Services

76,655,299

–0

–

–0

–

76,655,299

Health Care

65,857,932

–0

–

–0

–

65,857,932

Consumer Discretionary

45,209,540

–0

–

–0

–

45,209,540

Energy

39,123,221

2,821,700

–0

–

41,944,921

Producer Durables

37,937,725

–0

–

–0

–

37,937,725

Materials & Processing

26,271,679

–0

–

–0

–

26,271,679

Consumer Staples

9,353,403

9,353,403

Short-Term Investments

–0

–

2,216,000

–0

–

2,216,000

Total Investments in Securities

439,832,085

5,037,700

–0

–

444,869,785

Other Financial Instruments*:

Assets

–0

–

–0

–

–0

–

–0

–

Liabilities

(34,320

)

–0

–

–0

–

(34,320

)

Total

$

439,797,765

$

5,037,700

$

–0

–

$

444,835,465

* 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.

12

AllianceBernstein Variable Products Series Fund

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.

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 year ended December 31, 2009, such fee amounted to $79,258.

Brokerage commissions paid on investment transactions for the year ended December 31, 2009 amounted to $500,928, 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 $1,250 for the year ended December 31, 2009.

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

13

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

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 year ended December 31, 2009 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	374,829,523		$	413,429,433
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	360,481,712
Gross unrealized appreciation	$	86,367,083
Gross unrealized depreciation		(1,979,010	)
Net unrealized appreciation	$	84,388,073

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

14

AllianceBernstein Variable Products Series Fund

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 year ended December 31, 2009, the Portfolio had the following transactions in written options:

	Number of Contracts		Premium
Options written outstanding as of 12/31/08	—		$	—
Options written	742			193,858
Options closed	(610	)		(179,230	)
Options written outstanding as of 12/31/09	132		$	14,628

At December 31, 2009, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts		$	–0	–	Options written, at value	$	34,320
Total						$	34,320

The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2009:

Derivatives Not Accounted for as Hedging Instruments	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	$	78,684	$(19,692)
Total		$	78,684	$(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).

15

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

NOTE E: Capital Stock

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

	SHARES				AMOUNT
	Year Ended December 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2009			Year Ended December 31, 2008
Class A
Shares sold	265,026		352,743		$	5,799,157		$	8,856,556
Shares issued in reinvestment of dividends	13,976		–0	–		288,603			–0	–
Shares redeemed	(1,742,614	)	(3,454,109	)		(35,573,178	)		(89,196,186	)
Net decrease	(1,463,612	)	(3,101,366	)	$	(29,485,418	)	$	(80,339,630	)
Class B
Shares sold	927,341		829,132		$	19,201,368		$	19,371,034
Shares redeemed	(2,187,819	)	(3,262,224	)		(43,596,374	)		(79,329,893	)
Net decrease	(1,260,478	)	(2,433,092	)	$	(24,395,006	)	$	(59,958,859	)

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 year ended December 31, 2009.

NOTE H: Distributions to Shareholders

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	–

16

AllianceBernstein Variable Products Series Fund

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.

During the current fiscal year, permanent differences primarily due the tax treatment of foreign currency resulted in a net increase in undistributed net investment income, and a net increase in accumulated net realized loss on investments and foreign currency transactions. This reclassification had no effect on net assets.

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 will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of 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 February 12, 2010, 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.

17

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
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$18.47		$30.61		$26.87		$26.99		$23.44
Income From Investment Operations
Net investment income (loss) (a)	.10		.04		(.01	)	(.03	)	(.07	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	6.82		(12.18	)	3.75		(.09	)	3.62
Net increase (decrease) in net asset value from operations	6.92		(12.14	)	3.74		(.12	)	3.55
Less: Dividends
Dividends from net investment income	(.03	)	–0	–	–0	–	–0	–	–0	–
Net asset value, end of period	$25.36		$18.47		$30.61		$26.87		$26.99
Total Return
Total investment return based on net asset value (b)	37.52	%*	(39.66	)%*	13.92	%*	(.44	)%	15.15	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$211,940		$181,452		$395,655		$474,069		$618,980
Ratio to average net assets of:
Expenses	.88	%	.84	%	.82	%	.84	%(c)	.81	%
Net investment income (loss)	.47	%	.17	%	(.03	)%	(.12	)%(c)	(.28	)%
Portfolio turnover rate	97	%	89	%	92	%	81	%	54	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Year Ended December 31,
	2009		2008		2007		2006		2005
Net asset value, beginning of period	$18.03		$29.96		$26.37		$26.55		$23.11
Income From Investment Operations
Net investment income (loss) (a)	.04		(.02	)	(.08	)	(.09	)	(.12	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions	6.65		(11.91	)	3.67		(.09	)	3.56
Net increase (decrease) in net asset value from operations	6.69		(11.93	)	3.59		(.18	)	3.44
Net asset value, end of period	$24.72		$18.03		$29.96		$26.37		$26.55
Total Return
Total investment return based on net asset value (b)	37.10	%*	(39.82	)%*	13.61	%*	(.68	)%	14.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$233,460		$192,976		$393,537		$456,374		$624,453
Ratio to average net assets of:
Expenses	1.13	%	1.09	%	1.07	%	1.08	%(c)	1.06	%
Net investment income (loss)	.22	%	(.08	)%	(.27	)%	(.37	)%(c)	(.53	)%
Portfolio turnover rate	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) 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, December 31, 2008 and December 31, 2007 by 1.96%, 2.10% and 0.39%, respectively.

See notes to financial statements.

19

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	AllianceBernstein Variable Products Series Fund

To the Board of Directors of

AllianceBernstein Variable Products Series Fund, Inc.

and Shareholders of AllianceBernstein Large Cap Growth Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of AllianceBernstein Large Cap Growth Portfolio (one of the portfolios constituting the AllianceBernstein Variable Products Series Fund, Inc.) (the “Portfolio”) as of December 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2009 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the AllianceBernstein Large Cap Growth Portfolio of the AllianceBernstein Variable Products Series Fund, Inc. at December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

February 12, 2010

20

LARGE CAP GROWTH PORTFOLIO
TAX INFORMATION
(unaudited)	AllianceBernstein Variable Products Series Fund

For corporate shareholders, 100% of the total ordinary income distribution paid during the current fiscal year ended December 31, 2009 qualifies for the corporate dividends received deduction.

21

LARGE CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman	Nancy P. Jacklin(1)
John H. Dobkin(1)	Garry L. Moody(1)
Michael J. Downey(1)	Marshall C. Turner, Jr.(1)
D. James Guzy(1)	Earl D. Weiner(1)
OFFICERS
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer James G. Reilly(2),Vice President Michael J. Reilly(2), Vice President	P. Scott Wallace(2), Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
CUSTODIAN and ACCOUNTING AGENT State Street Bank and Trust Company One Lincoln Street Boston, MA 02111	LEGAL COUNSEL Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
DISTRIBUTOR AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	TRANSFER AGENT AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free 1-(800) 221-5672
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the Portfolio’s portfolio are made by the U.S. Large Cap Growth Investment Team. Mr. James G. Reilly, Mr. Michael J. Reilly, and Mr. P. Scott Wallace are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

22

LARGE CAP GROWTH PORTFOLIO AllianceBernstein Variable Products Series Fund

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS*, AGE AND (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS
William H. Foulk, Jr., #, *** Chairman of the Board 77 (1990)	Investment Adviser and an Independent Consultant. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser, with which he had been associated since prior to 2005. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings.	90	None
John H. Dobkin, # 68 (1992)	Consultant. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002, Senior Advisor from June 1999–June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989–May 1999. Previously, Director of the National Academy of Design.	88	None
Michael J. Downey, # 66 (2005)	Private Investor since prior to 2005. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management.	88	Asia Pacific Fund, Inc. and The Merger Fund
D. James Guzy, # 73 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2005. He was formerly a Director of the Intel Corporation (semi-conductors) until May 2008.	88	Cirrus Logic Corporation (semi-conductors)
Nancy P. Jacklin, # 61 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies in the 2009–2010 academic year. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002–May 2006); Partner, Clifford Chance (1992–2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985–1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982–1985); and Attorney Advisor, U.S. Department of the Treasury (1973–1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations.	88	None

23

LARGE CAP GROWTH PORTFOLIO
MANAGEMENT OF THE FUND
(continued)	AllianceBernstein Variable Products Series Fund

NAME, ADDRESS*, AGE AND (YEAR ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIP HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody, # 57 (2008)	Formerly, Partner, Deloitte & Touche LLP, Vice Chairman, and U.S. and Global Managing Partner, Investment Management Services Group 1995–2008.	87	None
Marshall C. Turner, Jr., # 68 (2005)	Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2, 2009. He was Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing), 2003–2005, and President and CEO, 2005–2006, after the company was renamed Toppan Photomasks, Inc.	88	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc.
Earl D. Weiner, # 70 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force on Fund Director’s Guidebook.	88	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** Member of the Fair Value Pricing Committee.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

24

AllianceBernstein Variable Products Series Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 49	President and Chief Executive Officer	Executive Vice President of the Adviser** and head of AllianceBernstein Investments, Inc. (“ABI”)** since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was a Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2005.
Philip L. Kirstein 64	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to 2005.
James G. Reilly 48	Vice President	Executive Vice President of the Adviser**, with which he has been associated since prior to 2005.
Michael J. Reilly 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
P. Scott Wallace 45	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2005.
Emilie D. Wrapp 54	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2005.
Joseph J. Mantineo 50	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2005.
Phyllis J. Clarke 49	Controller	Vice President of ABIS**, with which she has been associated since prior to 2005.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618 for a free prospectus or SAI.

25

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 02/28/09 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	321.3	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 $93,000 (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    0.84%	December 31
	Class B    1.09%

1 It should be noted that the information in the fee summary was completed on April 23, 2009 and presented to the Board of Directors on May 5-7, 2009.

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.

26

AllianceBernstein Variable Products Series Fund

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Portfolio to the Adviser. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. 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 a similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on February 28, 2009 net assets:

Portfolio	Net Assets 02/28/09 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)	Effective Portfolio Adv. Fee (%)
Large Cap Growth Portfolio	$	321.3	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	0.351	0.750

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

27

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.⁵ Also shown is what would have been the effective advisory fee of the Portfolio had the fee schedule of the Large Cap Growth Fund, Inc. 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 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
Large Cap Growth Fund, Inc.	AllianceBernstein U.S. Large Cap Growth Equity—Hedged/Non-Hedged	0.95%

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 each of these sub-advisory relationships. Also shown are what would have been the effective advisory fees of the Funds had the fee schedules of the sub-advisory relationships been applicable to those Funds based on February 28, 2009 net assets and the Funds’ advisory fees:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)	Portfolio Advisory Fee (%)
Large Cap Growth Portfolio	Client #1	0.35% on 1st $50 million 0.30% on next $100 million 0.25% on the balance	0.281	0.750
	Client #2	0.40% on first $200 million 0.35% on next $300 million 0.25% on the balance	0.272	0.750
	Client #3	0.60% on 1st billion 0.55% on the balance	0.600	0.750
	Client #4	0.35%	0.350	0.750

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

28

AllianceBernstein Variable Products Series Fund

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers. Lipper’s analysis included the Portfolio’s ranking with respect to the proposed management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁶ at the approximate current asset level of the Portfolio.⁷

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

Portfolio	Contractual Management Fee8	Lipper Exp. Group Median (%)	Rank
Large Cap Growth Portfolio	0.750	0.738	9/15

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

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 funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 compared to other years under more normal market conditions.¹⁰

Portfolio	Expense Ratio (%)11	Lipper Exp. Group Median (%)	Lipper Group Rank	Lipper Exp. Universe Median (%)	Lipper Universe Rank
Large Cap Growth Portfolio	0.841	0.775	12/15	0.815	54/84

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.

6 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.

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

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

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

10 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.

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

29

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 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, 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, 2008, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $730,025 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, 2008, the Adviser determined that it made payments in the amount of $283,546 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 $969 from the Portfolio.¹²

The Portfolio may effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions during the Portfolio’s most recently completed fiscal year. 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 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.

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

30

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,¹³ 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 Deli¹⁴ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund