SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHALETT LISA A (Last) (First) (Middle) C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10105 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIANCEBERNSTEIN L.P. [ N/A ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
units of limited partnership interest(1)	12/19/2008		J(2)(3)		8,160,000(4)	D	(2)(3)	0(3)	I	by SCB Partners Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Units of limited partnership interest in AllianceBernstein L.P. ("Units")

2. AXA Financial, Inc. ("AXF") entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc., "SCB") and AllianceBernstein L.P. ("AllianceBernstein"), dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which AXF granted SCB the right, beginning on the second anniversary of the closing of AllianceBernstein's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXF (or its designee) to purchase Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances.

3. On December 19, 2008, SCB and SCB Partners Inc. ("Partners"), a wholly-owned subsidiary of SCB, delivered a notice to AXF stating that they were exercising their right to sell 8,160,000 Units to AXF (or its designee) under the Purchase Agreement. As provided in the Purchase Agreement, the purchase price for each such Unit will be the average of the closing prices of a unit representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (NYSE: AB) as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 29, 2008, the fifth trading day following the December 19, 2008 exercise date. While the purchase price will not be determined until December 29, 2008, and the settlement date will be subsequent to that date, the Reporting Person is filing this form to report AXF's receipt, on December 19, 2008, of SCB's notice of exercise of its right to sell. Upon the purchase by AXF (or its designee) of all of the Units in respect of which SCB and Partners delivered the exercise notice, each of SCB, Partners and Reporting Person will not own any Units.

4. Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Remarks:

	/s/ Laurence E. Cranch, by pwr. att'y	12/23/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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