February 27, l995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Rule 24f-2 Notice
Re: Alliance Variable Product Series Fund, Inc.
File No. 33-18647
________________________________________________
Gentlemen:
On behalf of Alliance Variable Product Series Fund, Inc. (the "Fund"),
a Maryland corporation registered as an investment company under the
Investment Company Act of l940 (the "Act"), we transmit herewith via
electronic filing the Fund's Rule 24f-2 Notice (the "Notice"). The Notice
reports the sale of 23,503,716 of its shares during the Fund's fiscal year
ended December 31, l994 in reliance upon the Fund's registration of an
indefinite number of shares pursuant to Rule 24f-2 under the Act.
In addition, an amount equal to $26,457.39 representing the
registration fee with respect to shares calculated in the manner specified in
Rule 24f-2(c) under the Act and Section 6(b) of the Securities Act of l933 and
the rules and regulations thereunder has been transmitted via wire transfer to
the Commission's account at Mellon Bank.
Sincerely,
John E. Denneen
<PAGE>
Securities and Exchange Commission
Washington, D.C 20549
Rule 24f-2 Notice
for
Alliance Variable Product Series Fund, Inc.
1345 Avenue of the Americas
New York, New York l0l05
under the
Investment Company Act of l940
File No. 33-18647
(i) Fiscal year for which this Notice is filed:
January 1, l994 through December 31, l994
(ii) Number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of l933 other than pursuant
to Rule 24f-2 under the Investment Company Act of l940 (the "Act") but which
remained unsold at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal year:
Premier Growth Portfolio 2,158,503
Global Bond Portfolio 99,445
Growth & Income Portfolio 1,938,671
Short-Term Multi-Market Portfolio 2,182,196
U.S. Government/High Grade Portfolio 518,614
Total Return Portfolio 69,761
International Portfolio 547,184
Money Market Portfolio 14,471,656
Global Dollar Government Portfolio 118,322
North American Government Income
Portfolio 525,199
Utility Portfolio 130,903
Growth Portfolio 525,636
Growth Investors Portfolio 34,433
<PAGE>
Conservative Investors Portfolio 71,574
Worldwide Privatization Portfolio 111,619
________
Total 23,503,716
(v) Number or amount of securities sold during such fiscal year in
reliance upon Rule 24f-2:
Premier Growth Portfolio 2,158,503
Global Bond Portfolio 99,445
Growth & Income Portfolio 1,938,671
Short-Term Multi-Market Portfolio 2,182,196
U.S. Government/High Grade Portfolio 518,614
Total Return Portfolio 69,761
International Portfolio 547,184
Money Market Portfolio 14,471,656
Global Dollar Government Portfolio 118,322
North American Government Income
Portfolio 525,199
Utility Portfolio 130,903
Growth Portfolio 525,636
Growth Investors Portfolio 34,433
Conservative Investors Portfolio 71,574
Worldwide Privatization Portfolio 111,619
________
*Total 23,503,716
Exhibit: Opinion of Messrs. Seward & Kissel
* The filing fee of $26,457.39 representing, $8,516.21 Premier
Growth Portfolio, $311.40 Global Bond Portfolio, $6,616.71 Growth
& Income Portfolio, $-0- Short-Term Multi-Market Portfolio,
$1,315.73 U.S. Government/High Grade Portfolio, $140.26 Total
Return Portfolio, $2,292.89 International Portfolio, $2,315.31
Money Market Portfolio, $404.84 Global Dollar Government
Portfolio, $440.70 Utility Income Portfolio, $386.16 Worldwide
Privatization Portfolio, $111.84 Growth Investors Portfolio,
$1,529.39 North American Government Income Portfolio, $1,835.66
Growth Portfolio and $240.29 Conservative Investors Portfolio is
calculated in accordance with Rule 24f-2(c) of the Act and Section
6(b) of the Securities Act of l933 and is based on the following:
the actual aggregate sales price of the 23,503,716 shares sold
during such period in reliance upon Rule 24f-2 was $118,220,030;
the actual aggregate dollar amount of shares redeemed during the
period was $42,638,863, none of which was previously used for
reduction pursuant to Rule 24e-2(a) in filings made pursuant to
Rule 24e-1 and $41,493,912 of which is being used for reduction
pursuant to this Rule 24f-2 Notice.
<PAGE>
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment
Company Act of l940, Alliance Variable Product Series Fund, Inc. has
duly caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and
the State of New York, on the 27th day of February, l995.
ALLIANCE VARIABLE PRODUCT SERIES FUND, INC.
by Emilie D. Wrapp
---------------------------
Emilie D. Wrapp
Assistant Secretary
<PAGE>
February 27, 1995
Alliance Variable Product Series
Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Variable
Product Series Fund, Inc., a Maryland corporation (the
"Company"), in connection with the Company's Rule 24f-2
Notice to be filed pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, to report the
sale of 23,503,716 shares of common stock of the Company,
par value $.001 per share, during the fiscal year of the
Company ended December 31, 1994, in reliance upon that Rule
and pursuant to the registration of an indefinite number of
such shares under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined and
relied upon such records of the Company and other documents
and certificates as to factual matters as we have deemed to
be necessary to render the opinion set forth below.
Based on that examination we are of the opinion
that the 23,503,716 shares so sold in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
beneficial interest of the Company under the laws of the
State of Maryland.
Our opinion above stated is expressed as members of
the bar of the State of New York.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
the above-referenced Rule 24f-2 Notice.
Very truly yours,
Seward & Kissel
