[DESCRIPTION]Report of 10f-3 Transactions
Securities Purchased in Underwritings Involving
Transactions with Donaldson, Lufkin, & Jenrette Securities Corporation
Subject to Rule 10f-3 Under the Investment Company Act of 1940
ALLIANCE VARIABLE PRODUCT HIGH YIELD
<TABLE>
10f-3 TRANSACTIONS FOR THE PERIOD JANUARY 1, 2000 THROUGH FEBRUARY 29, 2000
<CAPTION>
Total
Principal Principal% of Principal
Principal Amount Amount Issue Amount
Date Amount % of Fund Purchased by Issued PurchasedPurchased Held
Security PurchasedPurchased Assets Price Fund Group (000) By Group From 02/29/00
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
**Azurix 02/11/00 $ 500,0.00% $100.000 $5,000,000 $240,000 2.08% Merrill Lync500,000
</TABLE>
<TABLE>
10f-3 TRANSACTIONS FOR THE PERIOD MARCH 1, 2000 THROUGH JUNE 30, 2000
<CAPTION>
Total
Principal Principal Principal
Principal Amount Amount % of issue Amount
Date Amount % of Fund Purchased by Issued Purchased Held
Security PurchasedPurchased Assets Price Fund Group (000) By Group Broker(s) 06/30/00
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
* Unless otherwise indicated, the securities were part of an issue registered
under the Securities Act of 1933 and offered to the public.
**Indicates the purchase of an Eligible Rule 144A Security.
1) Purchases by all Alliance Funds, including the Fund, may not exceed: (a) if
purchases in an offering other than an Eligible Rule 144A Offering, 25% of the
principle amount of the offering of such class; or (b) if purchased in an
Eligible Rule 144A Offering, 25% of the total of (i) the principle amount
of the offering of such class sold by underwriters or members of the
selling syndicate to qualified institutional buyers, plus (ii) the principle
amount of the offering of such class in any concurrent public offering.
