18. Units Outstanding

Changes in units outstanding for the years ended December 31, 2011 and 2010 were as follows:

	2011			2010

Outstanding as of January 1,		278,115,232			274,745,592
Options exercised		86,543			486,017
Units issued		-			3,249,861
Units retired		(354,187	)		(365,410	)
Units forfeited		-			(828	)
Outstanding as of December 31,		277,847,588			278,115,232

In accordance with the Holding Partnership Agreement, when Holding issues Holding Units to AllianceBernstein, Holding is required to use the proceeds it receives from AllianceBernstein to purchase the equivalent number of newly-issued AllianceBernstein Units. Holding Units issued pertain to Holding Units newly-issued under the 2010 Plan and could include: (i) restricted Holding Unit awards to Eligible Directors, (ii) restricted Holding Unit awards to eligible employees, (iii) restricted Holding Unit awards for recruitment, and (iv) restricted Holding Unit issuances in connection with certain employee separation agreements.

During 2011 and 2010, we purchased 354,187 and 365,410 AllianceBernstein Units, respectively, in private transactions and retired them.