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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amended
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Alliance Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
2. Name of each series or class of funds for which this notice
is filed:
Premier Growth Portfolio
Global Bond Portfolio
Growth & Income Portfolio
Short-Term Multi-Market Portfolio
U.S. Government/High Grade Securities Portfolio
Total Return Portfolio
International Portfolio
Money Market Portfolio
Global Dollar Government Portfolio
North American Government Income Portfolio
Utility Income Portfolio
Growth Portfolio
Worldwide Privatization Portfolio
Conservative Investors Portfolio
Growth Investors Portfolio
3. Investment Company Act File Number:
811-05398
Securities Act File Number:
33-18647
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check the box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
-0- shares
$-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
155,986 shares
$1,596,169
9. Number and aggregate sale price of securities sold during the
fiscal year:
-0- shares*
$-0-*
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
-0- shares*
$-0-*
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
Included in Item 9.
_________________________
* For purposes of this Form 24F-2, the number and aggregate
sale price of securities sold and securities sold in reliance
upon registration pursuant to rule 24f-2 are -0- and $-0-,
respectively, because the issuer sells all of its securities
to unmanaged separate accounts that issue interests therein
that are registered under the Securities Act of 1933 and on
which registration fees have been or will be paid. (See,
Instruction B.5. to Form 24F-2.) During its most recently
completed fiscal year, the issuer sold 86,099,621 shares for
an aggregate sale price of $249,180,410.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from
Item 10): $-0-
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + N/A
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - N/A
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + $-0-
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus line (iv)]
(if applicable): $-0-
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $-0-
Instruction: Issuers should complete line (ii), (iii), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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SIGNATURE
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
/s/ Andrew L. Gangolf
______________________
Andrew L. Gangolf
Assistant Secretary
Date: March 6, 1996
EXHIBIT: Opinion of Seward & Kissel
*Please print the name and title of the signing officer below the
signature.
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
March 6, 1996
Alliance Variable Products Series Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Variable
Products 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, relating to the
issuance of 86,099,621 shares of common stock of the
Company, par value $.001 per share, during the fiscal year
of the Company ended December 31, 1995, 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 86,099,621 shares so issued in reliance upon Rule
24f-2 were duly authorized and legally issued and, upon
their issuance, were fully paid and nonassessable shares of
common stock 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,
/s/ Seward & Kissel
00250292.AR2
