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^*

CASTRIES HENRI DE

(Last)

(First)

(Middle)

25, AVENUE MATIGNON

(Street)

PARIS

75008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN L.P. [ NONE ]

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

Director	X	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 of Limited Partnership Interest	12/17/2008		J⁽¹⁾		40,861,854	D	⁽²⁾	0	I⁽³⁾	See notes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁾		40,861,854	A	⁽²⁾	40,861,854	I⁽⁸⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁾		40,861,854	D	⁽²⁾	0	I⁽⁸⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁾		40,861,854	A	⁽²⁾	40,861,854	I⁽⁹⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁰⁾		40,880,637	D	⁽²⁾	0	I⁽¹¹⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁰⁾		40,880,637	A	⁽²⁾	40,880,637	I⁽¹²⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁰⁾		40,880,637	D	⁽²⁾	0	I⁽¹²⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾
Units of Limited Partnership Interest	12/17/2008		J⁽¹⁰⁾		40,880,637	A	⁽²⁾	40,880,637	I⁽¹³⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹³⁾
Units of Limited Partnership Interest								66,220,822	I⁽¹⁴⁾	See Notes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁴⁾
Units of Limited Partnership Interest								4,389,192	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁵⁾
Units of Limited Partnership Interest								1,225,000	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁶⁾

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^*

CASTRIES HENRI DE

(Last)

(First)

(Middle)

25, AVENUE MATIGNON

(Street)

PARIS

75008

(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^*

DUVERNE DENIS

(Last)

(First)

(Middle)

25, AVENUE MATIGNON

(Street)

PARIS

75008

(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^*

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

1. Name and Address of Reporting Person^*

MONY LIFE INSURANCE CO OF AMERICA

(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^*

OUDINOT PARTICIPATIONS

(Last)

(First)

(Middle)

39, RUE DU COLISEE

(Street)

PARIS

75008

(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 AMERICA HOLDINGS, INC.

(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^*

CONDRON CHRISTOPHER M

(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. On December 17, 2008, these units of limited partnership interest ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") were contributed by AXA Financial, Inc. ("AXF") to AXA Equitable Financial Services, LLC f/k/a AXA Financial Services, LLC ("AXFS"), a wholly-owned subsidiary of AXF. Upon receipt of these AB Units, AXFS immediately contributed these AB Units to AXA Financial (Bermuda) Ltd., a wholly-owned subsidiary of AXFS.

2. Not applicable.

3. These AB Units directly owned by AXF.

4. AXA indirectly owns all of the common stock (the "Common Stock") of AXF, which is the direct and indirect beneficial owner of the securities 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.

5. 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 with 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.

6. In addition to the AB Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding") as follows. As of the close of business on December 17, 2008, ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXF, beneficially owned directly 722,178 Holding Units, and AXA Equitable Life Insurance Company ("AXA Equitable"), an indirect wholly-owned subsidiary of AXF, beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC ("Equitable Holdings") wholly owns AllianceBernstein Corporation, the general partner of both AllianceBernstein and Holding. As of December 17, 2008, Holding owned 87,601,715 AB Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units.

7. The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Holding 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.

8. These AB Units are directly owned by AXFS.

9. These AB Units are directly owned by AXA Financial (Bermuda) Ltd.

10. On December 17, 2008, these AB Units were transferred by ECMC to Equitable Holdings, the sole member of ECMC. Upon receipt of these AB Units, Equitable Holdings immediately transferred these AB Units to AXA Equitable, the sole member of Equitable Holdings.

11. These AB Units are owned directly by ECMC.

12. These AB Units are directly owned by Equitable Holdings.

13. These AB Units are directly owned by AXA Equitable, an indirect wholly-owned subsidiary of AXF.

14. These AB Units are directly owned by ACMC.

15. These AB Units are directly owned by MONY Life Insurance Company, which is wholly owned by AXFS.

16. These AB Units are directly owned by MONY Life Insurance Company of America, which is wholly owned by MONY Life.

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
	** 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).
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