February 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
Re: Alliance Variable Products Series Fund, Inc.
File No. 33-18647; 811-5398
____________________________________________
Dear Sirs:
We hereby transmit the following documents for filing on behalf of
Alliance Variable Products Series Fund, Inc. (the "Fund"):
1. Post-Effective No. 13 to the Fund's Registration Statement (File No.
33-18647) under the Securities Act of 1933.
2. Opinion of counsel to the Fund as to the shares to be registered,
which is filed as an exhibit to the enclosed Amendment.
3. Representation of counsel pursuant to paragraph (b) of Rule 485 under
the Securities Act of 1933.
4. A wire transfer in the amount of $172.40 calculated in accordance
with Rule 457 under the Securities Act of 1933 and filed pursuant to
Rule 24e-2 under the Act has been transmitted to the Commission's
account at Mellon Bank.
The only purpose of this Amendment is to register additional shares of
the Fund's Common Stock in accordance with Rule 24e-2 under the Act.
Sincerely,
John E. Denneen
<PAGE>
February 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Variable Products Series Fund, Inc.
File No. 33-18647; 811-5398
____________________________________________
Dear Sirs:
I have acted as counsel to Alliance Variable Products Series Fund, Inc.
in connection with the preparation of Post-Effective Amendment No. 13 (the
"Amendment") to the Fund's Registration Statement.
In my view, the above-described Amendment does not contain disclosures
which would render it ineligible to become effective pursuant to paragraph (b)
of Rule 485 under the Securities Act of 1933.
Sincerely,
George O. Martinez
<PAGE>
File No. 33-18647
Securities and Exchange Commission
Washington, D.C. 20549
___________________________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 13
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
_______________________________________________
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
1345 Avenue of the Americas, New York, N.Y. 10105
(Address of Principal Executive Offices) (Zip Code)
_______________________________________________
Registrant's Telephone Number, including Area Code: (800) 221-5672
EDMUND P. BERGAN, JR.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Calculation of Registration Fee:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Share* Offering Price** Fee
__________ ___________ _______________ ________________ _____________
Capital
Stock .001 155,986 -
par value Short Term $9.75 $500,000 $172.40
Multi- Market
Portfolio
* Estimated solely for the purpose of determining the amount of the
registration fee based on the maximum offering price per share of the
Registrant's common stock on February 17, 1995.
** The calculation of the maximum aggregate offering price is made
pursuant to Rule 24e-2(a) under the Investment Company Act of 1940
and is based on the following: the total amount of securities of the
<PAGE>
Short-Term Multi-Market Portfolio redeemed or repurchased during the
fiscal year ended December 31, 1994 was 2,298,689, 2,193,985 of which
was previously used for reduction pursuant to Rule 24f-2 or Rule 24e-
2(a) and 104,704 of which is being so used for such reduction in this
Amendment.
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of rule 485.
EXHIBIT: Opinion of Messrs. Seward & Kissel
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933 as amended and
the Investment Company Act of 1940 as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to its Registration Statement 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, 1995.
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
by John D. Carifa
-----------------
John D. Carifa
Chairman and President
Pursuant to the requirements of the Securities Act of l933, this Amendment
to the Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated:
Signature Title Date
___________ ________ _______
1) Principal Executive
Officer
John. D. Carifa Chairman and February 27, 1995
---------------
John D. Carifa President
2) Principal Financial and
Accounting Officer
Mark D. Gersten
---------------- Treasurer and February 27, 1995
Mark D. Gersten Chief Financial
Officer
<PAGE>
3) All of the Directors
_____________________
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Robert C. White
by Edmund P. Bergan, Jr. February 27, 1995
-----------------------
(Attorney-in-fact)
Edmund P. Bergan, Jr.
