SEC FORM 4

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

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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^*

ACMC INC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN HOLDING L.P. [ AB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Units⁽¹⁾	12/17/2008		J⁽²⁾		722,178	D	⁽³⁾	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾
Units⁽¹⁾	12/17/2008		J⁽²⁾		722,178	A	⁽³⁾	722,178	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Units⁽¹⁾	12/17/2008		J⁽²⁾		722,178	D	⁽³⁾	0	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Units⁽¹⁾	12/17/2008		J⁽²⁾		722,178	A	⁽³⁾	722,178	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹³⁾
Units⁽¹⁾								722,178	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ACMC INC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA

(Last)

(First)

(Middle)

25 AVENUE MATIGNON

(Street)

PARIS

75008

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA ASSURANCES I A R D MUTUELLE ET AL

(Last)

(First)

(Middle)

26, RUE DROUOT

(Street)

PARIS

75009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult.reporting pers.

1. Name and Address of Reporting Person^*

AXA ASSURANCES VIE MUTUELLE ET AL

(Last)

(First)

(Middle)

26, RUE DROUOT

(Street)

PARIS

75009

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA FINANCIAL INC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

ECMC LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

EQUITABLE HOLDINGS LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA EQUITABLE LIFE INSURANCE CO

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA EQUITABLE FINANCIAL SERVICES LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA FINANCIAL (BERMUDA) LTD.

(Last)

(First)

(Middle)

1290 AVENUE OF AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

Explanation of Responses:

1. Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("Units") in AllianceBernstein Holding L.P. ("Holding").

2. On December 17, 2008, these Units were transferred by ECMC, LLC ("ECMC") to Equitable Holdings LLC ("Equitable Holdings"), the sole member of ECMC. Upon receipt of these Units, Equitable Holdings immediately transferred these Units to AXA Equitable Life Insurance Company ("AXA Equitable"), the sole member of Equitable Holdings.

3. Not applicable.

4. These Units are owned directly by ECMC, an indirect wholly owned subsidiary of AXA Financial, Inc. ("AXF").

5. AXA indirectly owns all of the common stock (the "Common Stock") of AXF, which is the direct and indirect beneficial owner of the Units covered by this Form 4. As of December 31, 2007, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, the "Mutuelles AXA"), directly and indirectly owned approximately 14.48% of the issued ordinary shares (representing approximately 20.84% of the voting power) of AXA. The Mutuelles AXA, and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

6. AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the indirect beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights wth respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

7. In addition to the Units reported in this Form 4, the Reporting Persons beneficially own units ("AB Units") of limited partnership interest in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of the close of business on December 17, 2008, ACMC, Inc. ("ACMC") beneficially owned directly 66,220,822 AB Units; AXA Equitable, 49,264,877 AB Units; AXA Financial (Bermuda) Ltd., 40,861,854 AB Units; MONY Life, 4,389,192 AB Units; MLOA, 1,225,000 AB Units; and AllianceBernstein Corporation, a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in AllianceBernstein and 100,000 units of general partnership interest in Holding.

8. On December 17, 2008, AXF contributed 40,861,854 AB Units to AXA Equitable Financial Services, LLC. ("AXFS"), a wholly-owned subsidiary of AXF, which immediately contributed the 40,861,854 Units to AXA Financial (Bermuda) Ltd, a wholly-owned subsidiary of AXFS. Separately, on December 17, 2008, ECMC, LLC transferred 40,880,637 AB Units to Equitable Holdings, LLC, its sole member, which immediately transferred the 40,880,637 AB Units to AXA Equitable, its sole member.

9. For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units.

10. The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Units if it so desires is substantially limited. In general, transfers of AB Units will be allowed only with the written consent of both AXA Equitable and the general partner of AllianceBernstein. AXA Equitable and the general partner of AllianceBernstein have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations.

11. As used in this Form 4, "MONY Life" refers to MONY Life Insurance Company; and "MLOA" refers to MONY Life Insurance Company of America. AXA Equitable, MONY Life and MLOA are indirect wholly owned subsidiaries of AXF.

12. These Units are owned directly by Equitable Holdings.

13. These Units are directly owned by AXA Equitable.

14. These Units are directly owned by ACMC, an indirect wholly owned subsidiary of AXF.

Remarks:

This is one of two Forms 4 reporting this transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today.

	Alvin H. Fenichel (See Attachment A)	12/19/2008
	Kevin R. Byrne (See Attachment A)	12/19/2008
	** 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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