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* LIEBERMAN GERALD M (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 HOLDING L.P. [ AB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/08/2007
	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
Holding Units	02/08/2007		A(1)		16,685	A	$90.09	109,773(1)(2)	D(1)

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
Units	(3)	02/08/2007		J(4)		8,160,000		(3)	(3)	Holding Units	8,160,000	(4)	8,160,000(5)(6)	I(5)(6)	By Partners(5)(6)

Explanation of Responses:

1. Reporting Person notionally invested a portion of his 2006 award under an employee deferred compensation plan in Holding Units. In so doing, he may be deemed to have acquired 16,685 Holding Units. The award vests (restrictions lapse) in equal annual increments on each of December 1, 2007, 2008, 2009, and 2010.

2. Total includes 255 Holding Units acquired through distribution reinvestment under an employee deferred compensation plan since Repoting Person last filed Form 4.

3. The units of limited partnership interest in AllianceBernstein L.P. ("Units") are exchangable for units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding ("Holding Units") upon the satisfaction of a number of conditions, including: (i) the issuance of Holding Units must be exempt from registration pursuant to the Securities Act of 1933, as amended, and AllianceBernstein Holding L.P. ("Holding") must have received any necessary representations, opinions or other documentation in connection with such issuance; (ii) the issuance of the Holding Units must be permissible under the terms of the Amended and Restated Agreement of Limited Partnership of Holding, dated as October 29, 1999; (iii) AXA Equitable Life Insurance Company ("AXA Equitable") must consent to the transfer of the Units to Holding (which AXA Financial, Inc. ("AXA Financial"), AXA Equitable's indirect parent, has agreed to cause AXA Equitable to do); and (iv) SCB Inc. ("SCB") must provide an outside legal opinion, reasonably satisfactory to AllianceBernstein ("AllianceBernstein"), stating that the exchange of Units for Holding Units constitutes a "block transfer" under applicable U.S. Treasury Regulations. As of date hereof, the status of these conditions and their ability to be satisfied at the time of any exchange is not certain. Prior to such exchange, the Reporting Person is not entitled to any rights as a unit holder of Holding. In addition, the number of Holding Units into which the Units are exchangable is subject to adjustment for anti-dilution.

4. On February 8, 2007, SCB and SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 ("Purchase Agreement"), among AXA Financial, AllianceBernstein and SCB. The purchase price for each Unit that may be sold to AXA Financial pursuant to the Purchase Agreement upon delivery of such exercise notice will be the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange Composite Transaction Tape or as otherwise quoted or reported for the 10 trading days ending on the fifth trading day following February 8, 2007. Following the purchase by AXA Financial (or its designee) of all of the Units in respect of which Partners delivered the exercise notice, Partners will hold 8,160,000 Units.

5. Upon the purchase by AXA Financial (or its designee) of all of the Units in respect of which Partners delivered the exercise notice, Partners may be deemed to own beneficially and directly 8,160,000 Units. Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 8,160,000 Units following such purchase. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SCB and Partners disclaim beneficial ownership of the Holding Units that they are entitled to receive upon exchange of the Units because of the uncertainties described in note 1. Upon such exchange, however, Partners would be deemed to own beneficially and directly any such Holding Units into which Units were exchanged. SCB would disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

6. Reporting Person, by virtue of his affiliation with SCB and Partners, may be deemed to own beneficially and indirectly 8,160,000 Units. Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Reporting Person discliams beneficial ownership of the Holding Units that he is entitled to receive upon exchange of the Units because of the uncertainties described in note 1. Upon such exchange, however, Reporting Person would be deemed to own beneficially and indirectly any such Holding Units into which Units were exchanged. Reporting Person would disclaim beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Adam Spilka, by pwr. att'y	02/12/2007
	** 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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