FAIR VALUE DISCLOSURES

3 Months Ended

6 Months Ended

Jun. 30, 2012

Jun. 30, 2012

Jun. 30, 2011

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

       At June 30, 2012 and December 31, 2011, respectively, the fair value of public fixed maturities is approximately $25,330 million and $24,534 million or approximately 19.6% and 19.8% of the Company's total assets measured at fair value on a recurring basis (excluding GMIB reinsurance contracts and Segregated securities measured at fair value on a recurring basis). The fair values of the Company's public fixed maturity securities are generally based on prices obtained from independent valuation service providers and for which the Company maintains a vendor hierarchy by asset type based on historical pricing experience and vendor expertise. Although each security generally is priced by multiple independent valuation service providers, the Company ultimately uses the price received from the independent valuation service provider highest in the vendor hierarchy based on the respective asset type, with limited exception. To validate reasonableness, prices also are internally reviewed by those with relevant expertise through comparison with directly observed recent market trades. Consistent with the fair value hierarchy, public fixed maturity securities validated in this manner generally are reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the security in a manner agreed as more consistent with current market observations, the security remains within Level 2. Alternatively, a Level3 classification may result if the pricing information then is sourced from another vendor, non-binding broker quotes, or internally-developed valuations for which the Company's own assumptions about market-participant inputs would be used in pricing the security.

At June 30, 2012 and December 31, 2011, respectively, the fair value of private fixed maturities is approximately $7,681 million and $7,459 million or approximately 5.9% and 6.0% of the Company's total assets measured at fair value on a recurring basis. The fair values of the Company's private fixed maturities, which primarily are comprised of investments in private placement securities generally are determined using a discounted cash flow model. In certain cases, these models use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 2. For certain private fixed maturities, the discounted cash flow model may also incorporate unobservable inputs, which reflect the Company's own assumptions about the inputs market participants would use in pricing the asset. To the extent management determines that such unobservable inputs are significant to the fair value measurement of a security, a Level 3 classification generally is made.

As disclosed in Note 3, at June 30, 2012 and December 31, 2011, respectively, the net fair value of freestanding derivative positions is approximately $1,545 million and $1,536 million or approximately 68.2% and 65.6% of Other invested assets measured at fair value on a recurring basis. The fair values of the Company's derivative positions are generally based on prices obtained either from independent valuation service providers or derived by applying market inputs from recognized vendors into industry standard pricing models. The majority of these derivative contracts are traded in the OTC derivative market and are classified in Level 2. The fair values of derivative assets and liabilities traded in the OTC market are determined using quantitative models that require use of the contractual terms of the derivative instruments and multiple market inputs, including interest rates, prices, and indices to generate continuous yield or pricing curves and volatility factors, which then are applied to value the positions. The predominance of market inputs is actively quoted and can be validated through external sources or reliably interpolated if less observable.If the pricing information received from independent valuation service providers is not reflective of market activity or other inputs observable in the market, the Company may challenge the price through a formal process in accordance with the terms of the respective independent valuation service provider agreement. If as a result it is determined that the independent valuation service provider is able to reprice the derivative instrument in a manner agreed as more consistent with current market observations, the position remains within Level 2.

The credit risk of the counterparty and of the Company are considered in determining the fair values of all OTC derivative asset and liability positions, respectively, after taking into account the effects of master netting agreements and collateral arrangements. Each reporting period, the Company values its derivative positions using the standard swap curve and evaluates whether to adjust the embedded credit spread to reflect changes in counterparty or its own credit standing. As a result, the Company reduced the fair value of its OTC derivative asset exposures by $5 million at June 30, 2012 to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the non-performance risk of the Company for purpose of determining the fair value of its OTC liability positions at June 30, 2012.

At June 30, 2012 and December 31, 2011, respectively, investments classified as Level 1 comprise approximately 70.3% and 70.2% of assets measured at fair value on a recurring basis and primarily include redeemable preferred stock, trading securities, cash equivalents and Separate Accounts assets. Fair value measurements classified as Level 1 include exchange-traded prices of fixed maturities, equity securities and derivative contracts, and net asset values for transacting subscriptions and redemptions of mutual fund shares held by Separate Accounts. Cash equivalents classified as Level 1 include money market accounts, overnight commercial paper and highly liquid debt instruments purchased with an original maturity of three months or less, and are carried at cost as a proxy for fair value measurement due to their short-term nature.

At June 30, 2012 and December 31, 2011, respectively, investments classified as Level 2 comprise approximately 28.3% and 28.2% of assets measured at fair value on a recurring basis and primarily include U.S. government and agency securities and certain corporate debt securities, such as public and private fixed maturities. As market quotes generally are not readily available or accessible for these securities, their fair value measures are determined utilizing relevant information generated by market transactions involving comparable securities and often are based on model pricing techniques that effectively discount prospective cash flows to present value using appropriate sector-adjusted credit spreads commensurate with the security's duration, also taking into consideration issuer-specific credit quality and liquidity. Segregated securities classified as Level 2 are U.S. Treasury Bills segregated by AllianceBernstein in a special reserve bank custody account for the exclusive benefit of brokerage customers, as required by Rule 15c3-3 of the Exchange Act and for which fair values are based on quoted yields in secondary markets.

Observable inputs generally used to measure the fair value of securities classified as Level 2 include benchmark yields, reported secondary trades, issuer spreads, benchmark securities and other reference data. Additional observable inputs are used when available, and as may be appropriate, for certain security types, such as prepayment, default, and collateral information for the purpose of measuring the fair value of mortgage- and asset-backed securities. At June 30, 2012 and December 31, 2011, respectively, approximately $1,847 million and $1,718 million of AAA-rated mortgage- and asset-backed securities are classified as Level 2 for which the observability of market inputs to their pricing models is supported by sufficient, albeit more recently contracted, market activity in these sectors.

At June 30, 2012 and December 31, 2011, respectively, investments classified as Level 3 comprise approximately 1.4% and 1.6% of assets measured at fair value on a recurring basis and primarily include corporate debt securities, such as private fixed maturities. Determinations to classify fair value measures within Level 3 of the valuation hierarchy generally are based upon the significance of the unobservable factors to the overall fair value measurement. Included in the Level 3 classification at June 30, 2012 and December 31, 2011, respectively, were approximately $227 million and $347 million of fixed maturities with indicative pricing obtained from brokers that otherwise could not be corroborated to market observable data. The Company applies various due-diligence procedures, as considered appropriate, to validate these non-binding broker quotes for reasonableness, based on its understanding of the markets, including use of internally-developed assumptions about inputs a market participant would use to price the security. In addition, approximately $1,056 million and $1,082 million of mortgage- and asset-backed securities, including CMBS, are classified as Level 3 at June 30, 2012 and December 31, 2011, respectively. At June 30, 2012, the Company continued to apply a risk-adjusted present value technique to estimate the fair value of CMBS securities below the senior AAA tranche due to ongoing insufficient frequency and volume of observable trading activity in these securities.  In applying this valuation methodology, the Company adjusted the projected cash flows of these securities for origination year, default metrics, and level of subordination, with the objective of maximizing observable inputs, and weighted the result with a 10% attribution to pricing sourced from a third party service whose process placed significant reliance on market trading activity.

The Company also issues certain benefits on its variable annuity products that are accounted for as derivatives and are also considered Level 3. The GMWB feature allows the policyholder to withdraw at minimum, over the life of the contract, an amount based on the contract's benefit base. The GWBL feature allows the policyholder to withdraw, each year for the life of the contract, a specified annual percentage of an amount based on the contract's benefit base. The GMAB feature increases the contract account value at the end of a specified period to a GMAB base. The GIB feature provides a lifetime annuity based on predetermined annuity purchase rates if and when the contract account value is depleted. This lifetime annuity is based on predetermined annuity purchase rates applied to a GIB base.

Level 3 also includes the GMIB reinsurance contract asset which is accounted for as derivative contracts. The GMIB reinsurance contract asset's fair value reflects the present value of reinsurance premiums and recoveries and risk margins over a range of market consistent economic scenarios while the GWBL related liability reflects the present value of expected future payments (benefits) less fees, adjusted for risk margins, attributable to the GWBL feature over a range of market-consistent economic scenarios. The valuations of both the GMIB reinsurance contract asset and GWBL features' liability incorporate significant non-observable assumptions related to policyholder behavior, risk margins and projections of equity Separate Account funds consistent with the S&P 500 Index. The credit risks of the counterparty and of the Company are considered in determining the fair values of its GMIB reinsurance contract asset and GWBL and other features' liability positions, respectively, after taking into account the effects of collateral arrangements. Incremental adjustment to the swap curve, adjusted for non-performance risk,is made to the resulting fair values of the GMIB reinsurance contract asset to reflect change in the claims-paying ratings of counterparties to the reinsurance treaties. After giving consideration to collateral arrangements, the Company reduced the fair value of its GMIB reinsurance contract asset by $868 million and $688 million at June 30, 2012 and December 31, 2011, respectively, to recognize incremental counterparty non-performance risk. The unadjusted swap curve was determined to be reflective of the AA quality claims-paying rating of AXA Equitable, therefore, no incremental adjustment was made for non-performance risk for purpose of determining the fair value of the GWBL and other features' liability embedded derivative at June 30, 2012.Equity and fixed income volatilities are combined, with weighting based on the current fund distribution, to produce an overall volatility assumption. Scenarios are developed that value an at the money option at a price consistent with the overall volatility.

In the first six months of 2012, AFS fixed maturities with fair values of $99 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $7 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.7% of total equity at June 30, 2012. In the first quarter of 2012, one of the Company's private securities went public and as a result, $14 million was transferred from a Level 3 classification to a Level 2 classification.

In the first six months of 2011, AFS fixed maturities with fair values of $48 million were transferred out of Level 3 and into Level 2 principally due to the availability of trading activity and/or market observable inputs to measure and validate their fair values. In addition, AFS fixed maturities with fair value of $14 million were transferred from Level 2 into the Level 3 classification. These transfers in the aggregate represent approximately 0.4% of total equity at June 30, 2011. In the second quarter of 2011, $21 million was transferred from a Level 2 classification to a Level 1 classification due to the lapse of the trading restriction period for one of the Company's public securities.

6)       FAIR VALUE DISCLOSURES

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance established a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and identifies three levels of inputs that may be used to measure fair value:

Level 1       Unadjusted quoted prices for identical instruments in active markets. Level 1 fair values generally are supported by market transactions that occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2       Observable inputs other than Level 1 prices, such as quoted prices for similar instruments, quoted prices in markets that are not active, and inputs to model-derived valuations that are directly observable or can be corroborated by observable market data.

Level 3       Unobservable inputs supported by little or no market activity and often requiring significant management judgment or estimation, such as an entity's own assumptions about the cash flows or other significant components of value that market participants would use in pricing the asset or liability.

The Company defines fair value as the unadjusted quoted market prices for those instruments that are actively traded in financial markets. In cases where quoted market prices are not available, fair values are measured using present value or other valuation techniques. The fair value determinations are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such adjustments do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value cannot be substantiated by direct comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instrument.

Management is responsible for the determination of the value of investments carried at fair value and the supporting methodologies and assumptions. Under the terms of various service agreements, the Company often utilizes independent valuation service providers to gather, analyze, and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual securities. These independent valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested. As further described below with respect to specific asset classes, these inputs include, but are not limited to, market prices for recent trades and transactions in comparable securities, benchmark yields, interest rate yield curves, credit spreads, quoted prices for similar securities, and other market-observable information, as applicable. Specific attributes of the security being valued also are considered, including its term, interest rate, credit rating, industry sector, and when applicable, collateral quality and other security- or issuer-specific information. When insufficient market observable information is available upon which to measure fair value, the Company either will request brokers knowledgeable about these securities to provide a non-binding quote or will employ widely accepted internal valuation models. Fair values received from independent valuation service providers and brokers and those internally modeled or otherwise estimated are assessed for reasonableness.

Assets and liabilities measured at fair value on a recurring basis are summarized below. Fair value measurements also are required on a non-recurring basis for certain assets, including goodwill, mortgage loans on real estate, equity real estate held for production of income, and equity real estate held for sale, only when an OTTI or other event occurs. When such fair value measurements are recorded, they must be classified and disclosed within the fair value hierarchy. At June 30, 2012 and December 31, 2011, no assets were required to be measured at fair value on a non-recurring basis.

Fair Value Measurements at June 30, 2012
				Level 1		Level 2		Level 3		Total
				(In Millions)
Assets:
Investments:
	Fixed maturities, available-for-sale:
		Corporate		$	7	$	22,329	$	383	$	22,719
		U.S. Treasury, government and agency			0		5,140		0		5,140
		States and political subdivisions			0		474		52		526
		Foreign governments			0		522		0		522
		Commercial mortgage-backed			0		0		906		906
		Residential mortgage-backed(1)			0		1,789		11		1,800
		Asset-backed(2)			0		87		139		226
		Redeemable preferred stock			290		867		15		1,172
			Subtotal		297		31,208		1,506		33,011
	Other equity investments				65		8		58		131
	Trading securities				471		1,056		0		1,527
	Other invested assets:
		Short-term investments			0		134		0		134
		Swaps			0		199		0		199
		Futures			(4)		0		0		(4)
		Options			0		99		0		99
		Floors			0		315		0		315
		Swaptions			0		937		0		937
			Subtotal		(4)		1,684		0		1,680
Cash equivalents					2,926		0		0		2,926
Segregated securities					0		1,155		0		1,155
GMIB reinsurance contracts					0		0		11,381		11,381
Separate Accounts' assets					87,175		2,588		222		89,985
		Total Assets		$	90,930	$	37,699	$	13,167	$	141,796
Liabilities
GWBL and other features' liability				$	0	$	0	$	334	$	334
		Total Liabilities		$	0	$	0	$	334	$	334

(1)       Includes publicly traded agency pass-through securities and collateralized obligations.

(2)       Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

Fair Value Measurements at December 31, 2011
				Level 1		Level 2		Level 3		Total
				(In Millions)
Assets:
Investments:
	Fixed maturities, available-for-sale:
		Corporate		$	7	$	22,698	$	432	$	23,137
		U.S. Treasury, government and agency			0		3,948		0		3,948
		States and political subdivisions			0		487		53		540
		Foreign governments			0		503		22		525
		Commercial mortgage-backed			0		0		902		902
		Residential mortgage-backed(1)			0		1,632		14		1,646
		Asset-backed(2)			0		92		172		264
		Redeemable preferred stock			203		813		14		1,030
			Subtotal		210		30,173		1,609		31,992
	Other equity investments				66		0		77		143
	Trading securities				457		525		0		982
	Other invested assets:
		Short-term investments			0		132		0		132
		Swaps			0		177		(2)		175
		Futures			(2)		0		0		(2)
		Options			0		7		0		7
		Floors			0		327		0		327
		Swaptions			0		1,029		0		1,029
			Subtotal		(2)		1,672		(2)		1,668
Cash equivalents					2,475		0		0		2,475
Segregated securities					0		1,280		0		1,280
GMIB reinsurance contracts					0		0		10,547		10,547
Separate Accounts' assets					83,672		2,532		215		86,419
		Total Assets		$	86,878	$	36,182	$	12,446	$	135,506
Liabilities:
GWBL and other features' liability				$	0	$	0	$	291	$	291
		Total Liabilities		$	0	$	0	$	291	$	291

(1)       Includes publicly traded agency pass-through securities and collateralized obligations.

(2)       Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

The table below presents a reconciliation for all Level 3 assets and liabilities for the second quarterand first six months of 2012 and 2011, respectively:

Level 3 Instruments
Fair Value Measurements
							State and
							Political				Commercial		Residential
							Sub-		Foreign		Mortgage-		Mortgage-		Asset-
					Corporate		divisions		Govts		backed		backed		backed
					(In Millions)
Balance, April 1, 2012					$	394	$	52	$	20	$	933	$	12	$	165
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			0		0		0		0		0		0
			Investment gains (losses), net			0		0		0		(51)		0		0
				Subtotal		0		0		0		(51)		0		0
		Other comprehensive income (loss)				(2)		0		0		41		0		(1)
Purchases						25		0		0		0		0		0
Issues						0		0		0		0		0		0
Sales						(21)		0		0		(17)		(1)		(7)
Settlements						0		0		0		0		0		0
Transfers into Level 3(1)						5		0		0		0		0		0
Transfers out of Level 3(1)						(18)		0		(20)		0		0		(18)
Balance, June 30, 2012					$	383	$	52	$	0	$	906	$	11	$	139
Balance, April 1, 2011					$	355	$	48	$	21	$	1,107	$	0	$	125
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)			1		0		0		0		0		0
			Investment gains (losses), net			0		0		0		(21)		0		0
				Subtotal		1		0		0		(21)		0		0
		Other comprehensive income (loss)				2		1		0		(6)		0		0
Purchases						100		0		0		0		0		0
Issues						0		0		0		0		0		0
Sales						(6)		0		0		(76)		0		(9)
Settlements						0		0		0		0		0		0
Transfers into Level 3(1)						2		0		0		0		0		0
Transfers out of Level 3(1)						(48)		0		0		0		0		0
Balance, June 30, 2011					$	406	$	49	$	21	$	1,004	$	0	$	116

• Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

								State and
								Political				Commercial		Residential
								Sub-		Foreign		Mortgage-		Mortgage-		Asset-
						Corporate		divisions		Govts		backed		backed		backed
						(In Millions)
Balance, January 1, 2012						$	432	$	53	$	22	$	902	$	14	$	172
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				0		0		0		1		0		0
			Investment gains (losses), net				0		0		0		(54)		0		0
			Increase (decrease) in the fair value
				of the reinsurance contracts			0		0		0		0		0		0
					Subtotal		0		0		0		(53)		0		0
		Other comprehensive income (loss)					1		0		0		78		0		0
Purchases							25		0		0		0		0		0
Issues							0		0		0		0		0		0
Sales							(25)		(1)		0		(21)		(3)		(13)
Settlements							0		0		0		0		0		0
Transfers into Level 3(1)							7		0		0		0		0		0
Transfers out of Level 3(1)							(57)		0		(22)		0		0		(20)
Balance, June 30, 2012						$	383	$	52	$	0	$	906	$	11	$	139
Balance, January 1, 2011						$	320	$	49	$	21	$	1,103	$	0	$	148
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				2		0		0		1		0		0
			Investment gains (losses), net				0		0		0		(20)		0		1
			Increase (decrease) in the fair value
				of the reinsurance contracts			0		0		0		0		0		0
					Subtotal		2		0		0		(19)		0		1
		Other comprehensive income (loss)					(2)		0		0		55		0		2
Purchases							111		0		0		0		0		0
Issues							0		0		0		0		0		0
Sales							(10)		0		0		(135)		0		(16)
Settlements							0		0		0		0		0		0
Transfers into Level 3(1)							14		0		0		0		0		0
Transfers out of Level 3(1)							(29)		0		0		0		0		(19)
Balance, June 30, 2011						$	406	$	49	$	21	$	1,004	$	0	$	116

• Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

						Redeem-										GWBL
						able		Other		Other		GMIB		Separate		and Other
						Preferred		Equity		Invested		Reinsurance		Accounts		Features
						Stock		Investments(1)		Assets		Asset		Assets		Liability
						(In Millions)
Balance, April 1, 2012						$	14	$	59	$	(59)	$	8,704	$	221	$	193
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				0		0		0		0		1		0
			Investment gains (losses), net				0		0		0		0		0		0
			Increase (decrease) in the fair value
				of the reinsurance contract asset			0		0		0		2,631		0		0
			Policyholders' benefits				0		0		0		0		0		129
					Subtotal		0		0		0		2,631		1		129
		Other comprehensive income (loss)					1		(1)		0		0		0		0
Purchases							0		0		0		60		6		12
Issues							0		0		0		0		0		0
Sales							0		0		0		(14)		(4)		0
Settlements							0		0		0		0		(1)		0
Transfers into Level 3(2)							0		0		0		0		0		0
Transfers out of Level 3(2)							0		0		59		0		(1)		0
Balance, June 30, 2012						$	15	$	58	$	0	$	11,381	$	222	$	334
Balance, April 1, 2011						$	3	$	73	$	0	$	3,673	$	212	$	17
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				0		0		0		0		0		0
			Investment gains (losses), net				0		0		0		0		3		0
			Increase (decrease) in the fair value
				of the reinsurance contract asset			0		0		0		641		0		0
			Policyholders' benefits				0		0		0		0		0		40
					Subtotal		0		0		0		641		3		40
		Other comprehensive income (loss)					(1)		(1)		0		0		0		0
Purchases							0		0		0		59		7		5
Issues							0		0		0		0		0		0
Sales							0		0		0		(6)		(1)		0
Settlements							0		0		0		0		0		0
Transfers into Level 3(2)							0		0		0		0		(1)		0
Transfers out of Level 3(2)							0		0		0		0		0		0
Balance, June 30, 2011						$	2	$	72	$	0	$	4,367	$	220	$	62

• Includes Trading securities' Level 3 amount.
• Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.

						Redeem-										GWBL
						able		Other		Other		GMIB		Separate		and Other
						Preferred		Equity		Invested		Reinsurance		Accounts		Features
						Stock		Investments(1)		Assets		Asset		Assets		Liability
						(In Millions)
Balance, January 1, 2012						$	14	$	77	$	(2)	$	10,547	$	215	$	291
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				0		0		0		0		4		0
			Investment gains (losses), net				0		0		0		0		0		0
			Increase (decrease) in the fair value
				of the reinsurance contracts			0		0		0		743		0		0
			Policyholders' benefits				0		0		0		0		0		25
					Subtotal		0		0		0		743		4		25
		Other comprehensive income (loss)					1		(19)		0		0		0		0
Purchases							0		0		0		121		7		18
Issues							0		0		0		0		0		0
Sales							0		0		0		(30)		(2)		0
Settlements							0		0		0		0		(2)		0
Transfers into Level 3(2)							0		0		0		0		0		0
Transfers out of Level 3(2)							0		0		2		0		0		0
Balance, June 30, 2012						$	15	$	58	$	0	$	11,381	$	222	$	334
Balance, January 1, 2011						$	2	$	73	$	0	$	4,606	$	207	$	94
	Total gains (losses), realized and
		unrealized, included in:
		Earnings (loss) as:
			Net investment income (loss)				0		0		0		0		0		0
			Investment gains (losses), net				0		0		0		0		8		0
			Increase (decrease) in the fair value
				of the reinsurance contracts			0		0		0		(343)		0		0
			Policyholders' benefits				0		0		0		0		0		(42)
					Subtotal		0		0		0		(343)		8		(42)
		Other comprehensive income (loss)					0		(1)		0		0		0		0
Purchases							0		0		0		118		7		10
Issues							0		0		0		0		0		0
Sales							0		0		0		(14)		(1)		0
Settlements							0		0		0		0		0		0
Transfers into Level 3(2)							0		0		0		0		(1)		0
Transfers out of Level 3(2)							0		0		0		0		0		0
Balance, June 30, 2011						$	2	$	72	$	0	$	4,367	$	220	$	62

The table below details changes in unrealized gains (losses) for the second quarter and first six monthsof 2012 and 2011 by category for Level 3 assets and liabilities still held at June 30, 2012 and 2011, respectively:

					Earnings (Loss)
									Increase
					Net		Investment		(Decrease) in the
					Investment		Gains		Fair Value of the				Policy-
					Income		(Losses),		Reinsurance				holders'
					(Loss)		Net		Contract Asset		OCI		Benefits
					(In Millions)
Level 3 Instruments
Second Quarter 2012
Held at June 30, 2012:(1)
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	0	$	0	$	0	$	(2)	$	0
			Commercial mortgage-backed			0		0		0		40		0
			Asset-backed			0		0		0		(1)		0
			Other fixed maturities, available-for-sale			0		0		0		0		0
				Subtotal	$	0	$	0	$	0	$	37	$	0
		Other equity investments				0		0		0		(1)		0
		GMIB reinsurance contracts				0		0		2,677		0		0
		Separate Accounts’ assets				0		1		0		0		0
		GWBL and other features’ liability				0		0		0		0		(141)
				Total	$	0	$	1	$	2,677	$	36	$	(141)
Level 3 Instruments
Second Quarter 2011
Held at June 30, 2011:(1)
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	0	$	0	$	0	$	2	$	0
			Commercial mortgage-backed			0		0		0		(7)		0
			Other fixed maturities, available-for-sale			0		0		0		0		0
				Subtotal	$	0	$	0	$	0	$	(5)	$	0
		Other equity investments				0		0		0		0		0
		GMIB reinsurance contracts				0		0		694		0		0
		Separate Accounts’ assets				0		3		0		0		0
		GWBL and other features’ liability				0		0		0		0		(45)
				Total	$	0	$	3	$	694	$	(5)	$	(45)

• There were no Equity securities classified as AFS, Other invested assets, Cash equivalents or Segregated securities at June 30, 2012 and 2011.

					Earnings (Loss)
									Increase
					Net		Investment		(Decrease) in
					Investment		Gains		Fair Value of				Policy-
					Income		(Losses),		Reinsurance				holders'
					(Loss)		Net		Contracts		OCI		Benefits
					(In Millions)
Level 3 Instruments
First Six Months of 2012
Held at June 30, 2012:(1)
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	0	$	0	$	0	$	1	$	0
			Commercial mortgage-backed			0		0		0		78		0
			Asset-backed			0		0		0		0		0
			Other fixed maturities, available-for-sale			0		0		0		0		0
				Subtotal	$	0	$	0	$	0	$	79	$	0
		Other equity investments				0		0		0		(19)		0
		GMIB reinsurance contracts				0		0		834		0		0
		Separate Accounts’ assets				0		3		0		0		0
		GWBL and other features’ liability				0		0		0		0		(43)
				Total	$	0	$	3	$	834	$	60	$	(43)
Level 3 Instruments
First Six Months of 2011
Held at June 30, 2011:(1)
	Change in unrealized gains (losses):
		Fixed maturities, available-for-sale:
			Corporate		$	0	$	0	$	0	$	(1)	$	0
			Commercial mortgage-backed			0		0		0		49		0
			Asset-backed			0		0		0		2		0
			Other fixed maturities, available-for-sale			0		0		0		0		0
				Subtotal	$	0	$	0	$	0	$	50	$	0
		Other equity investments				0		0		0		0		0
		GMIB reinsurance contracts				0		0		(239)		0		0
		Separate Accounts’ assets				0		8		0		0		0
		GWBL and other features’ liability				0		0		0		0		32
				Total	$	0	$	8	$	(239)	$	50	$	32

• There were no Equity securities classified as AFS, Other invested assets, Cash equivalents or Segregated securities at June 30, 2012 and 2011.

The following table discloses quantitative information about Level 3fair value measurements by category for assets and liabilities as of June 30, 2012.

Quantitative Information about Level 3 Fair Value Measurements
June 30, 2012
			Fair		Valuation		Significant
			Value		Technique		Unobservable Input		Range
Assets:			(In Millions)
Investments:
	Fixed maturities, available-for-sale:
		Corporate	$	383	Discounted Cash flow		Bond equivalent yield		10.7%
							Spread over industry yield curve		909 bps
					Matrix Pricing Model		Spread over industry yield curve		0.0% - 6.5%
					Consensus pricing		Offered quotes		$54 - $119
		States and political subdivisions		52	Consensus pricing		Offered quotes		$ 119
		Commercial mortgage-backed		906	Discounted Cash flow		Constant default rate		3.0% - 25.0%
							Probability of default		55.0%
							Loss severity		49.0%
							Discount rate		4.0% - 15.0%
					Consensus pricing			Offered quotes	$ 102
		Residential mortgage-backed		11	Discounted Cash flow		Constant prepayment rate		415% PSA(1)
					Matrix pricing model		Spread over U.S. Treasury curve		0.46%
		Asset-backed		139	Discounted Cash flow		Constant prepayment rate		0.5% - 14.3%
							Probability of default		0.0% - 30.0%
							Loss severity		0.0% - 99.0%
							Spread over U.S. Treasury curve		255 bps - 793 bps
					Matrix pricing model		Spread over U.S. Treasury curve		0.0% - 6.9%
					Consensus pricing		Offered quotes		$18 - $109
		Redeemable preferred stock		15	Discounted Cash flow		Bond equivalent yield		8.6%
	Other equity investments			58	Market comparable		Revenue multiple		0.6x - 84.1x
						companies	R&D multiple		1.3x - 15.2x
							Discount rate		18.0%
							Discount years		1 - 2
							Discount for lack of marketability
								and risk factors	50.0% - 60.0%
Separate Accounts' assets				222	Third party appraisal		Capitalization rate		5.4%
							Exit capitalization rate		6.6%
							Discount rate		7.7%
					Discounted cash flow		Spread over U.S. Treasury curve		296 bps - 390 bps
							Inflation rate		2.0% - 3.0%
							Discount factor		1.0% - 3.0%

• Public Securities Association standard model for mortgage loan prepayments (“PSA”)

Quantitative Information about Level 3 Fair Value Measurements - (Continued)
June 30, 2012
		Fair		Valuation	Significant
		Value		Technique	Unobservable Input	Range
		(In Millions)
GMIB reinsurance contracts			11,381	Discounted Cash flow	Lapse Rates	0.9% - 8.0%
					Withdrawal Rates	0.2% - 8.0%
					GMIB Utilization Rates	0.0% - 15.0%
					Non-performance risk	20 - 84 bps
					Volatility rates - Equity	26.0%- 38.0%
	Total Assets	$	13,167
Liabilities:
GMWB/GWBL(2)		$	227	Discounted Cash flow	Lapse Rates	1.0% - 8.0%
					Withdrawal Rates	0.0% - 7.0%
					Volatility rates - Equity	26.0% - 38.0%
	Total Liabilities	$	227

• Excludes GMAB and GIB liabilities.

Corporate fixed maturities with fair value measures classified as Level 3 consist of privately placed debt instruments for which there is limited trading activity. Approximately 70.0% of the total fair value of these Level 3 securities at June 30, 2012 are consensus priced from non-binding broker quotes and subject to internal validation. Fair values for the remaining Level 3 corporate fixed maturities are determined using either a discounted cash flow model or a matrix pricing model, the latter requiring interpolation. Significant unobservable inputs to these models are bond equivalent yields for similar securities and/or spreads over the industry-specific yield curve. Generally, an increase in spreads or a decrease in yields would lead to directionally inverse movement in the fair value measurement of these securities.

Debt securities of state and political subdivisions classified as Level 3 consist of 1 issue for which fair value is determined by consensus pricing. Sources for offered quotes generally include the lead broker(s) and trading brokers, however, limited market activity in these securities may reduce the number of available broker quotations. Consensus prices are internally reviewed by those with relevant expertise and, as a result, may be adjusted to derive a fair value measurement for these securities; no such adjustments were made at June 30, 2012.

Commercial mortgage-backed securities classified as Level 3 consist of holdings subordinate to the AAA-tranche position and for which the Company applies a discounted cash flow methodology to measure fair value. The process for determining fair value first adjusts the contractual principal and interest payments to reflect performance expectations and then discounts the securities' cash flows to reflect an appropriate risk-adjusted return. The significant unobservable inputs used in these fair value measurements are default rate and probability, loss severity, and the discount rate. An increase either in the cumulative default rate, probability of default, or loss severity would result in a decrease in the fair value of these securities; generally, those assumptions would change in a directionally similar manner. A decrease in the discount rate would result in directionally inverse movement in the fair value measurement of these securities. Approximately 1.0% of the total fair value of these Level 3 securities at June 30, 2012 is consensus priced from non-binding broker quotes and subject to internal validation.

Residential mortgage-backed securities classified as Level 3 primarily consist of non-agency paper with low trading activity. Approximately 89.0% of the total fair value of these Level 3 securities at June 30, 2012 is determined using a discounted cash flow model and for which assumed prepayment experience is the most significant unobservable input. An increase (decrease) in the assumed prepayment speed would result in a decrease (increase) in the fair value measurement of these securities. Fair values for the remaining Level 3 residential mortgage-backed securities are determined using a matrix pricing model and for which the spread over the U.S. Treasury curve is the most significant unobservable input to the pricing result. Generally, a change in spreads would lead to directionally inverse movement in the fair value measurement of these securities.

Asset-backed securities classified as Level 3 primarily consist of non-agency mortgage loan trust certificates, including subprime and Alt-A paper, credit tenant loans, and equipment financings. Approximately 73.0% of the total fair value of these Level 3 securities at June 30, 2012 is determined using either a discounted cash flow model or a matrix pricing model. The significant unobservable inputs used in these models are prepayment rates, probability of default, loss severity and spread over the U.S. Treasury curve. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in loss severity and a directionally opposite change in the assumed prepayment speed. The remaining 27.0% of the total fair value of these Level 3 securities at June 30, 2012 is determined by consensus pricing. As the availability of market pricing for these securities is limited by low trading activity, offered quotes obtained from brokers are internally reviewed by those with relevant expertise and, as a result, may be adjusted to derive a fair value measurement for these securities; no such adjustments were made at June 30, 2012.

Redeemable preferred stocks classified as Level 3 are modeled using a discounted cash flow methodology to determine fair value and for which a bond equivalent yield is the most significant unobservable input. An increase (decrease) in that assumption would lead to a directionally inverse result on the fair value measurement of these securities.

Other equity investments classified as Level 3 primarily consist of private venture capital fund investments of AllianceBernstein for which fair values are adjusted to reflect expected exit values as evidenced by financing and sale transactions with third parties or when consideration of other factors, such as current company performance and market conditions, is determined by management to require valuation adjustment. Significant increase (decrease) in isolation in the underlying enterprise value to revenue multiple and enterprise value to R&D investment multiple, if applicable, would result in significantly higher (lower) fair value measurement. Significant increase (decrease) in the discount rate would result in a significantly lower (higher) fair value measurement. Significant increase (decrease) in isolation in the discount factor ascribed for lack of marketabilityand various risk factors would result in significantly lower (higher) fair value measurement. Changes in the discount factor generally are not correlated to changes in the value multiples. Also classified as Level 3 are approximately $21 million private venture capital fund-of-fund investments of AllianceBernstein for which fair value is estimated using the capital account balances provided by the partnerships. The interests in these partnerships cannot be redeemed. As of June 30, 2012, AllianceBernstein's aggregate unfunded commitments to these investments were approximately $19 million.

Separate Accounts' assets classified as Level 3 primarily consist of private equity investments with fair value of approximately $189 million, including approximately $183 million fair value investment in a private real estate fund, as well as mortgage loans with fair value of approximately $23 million. Third party appraisal is used to measure the fair value of the private real estate investment fund, including consideration of observable replacement cost and sales comparisons for the underlying commercial properties, as well as the results from applying a discounted cash flow approach. Significant increase (decrease) in isolation in the capitalization rate and exit capitalization rate assumptions used in the discounted cash flow approach to appraisal value would result in a higher (lower) measure of fair value. A discounted cash flow approach also is applied to determine the approximately $6 million fair value of the other private equity investment and for which the significant unobservable assumptions are an inflation rate formula and a discount factor that takes into account various risks, including the illiquid nature of the investment. A significant increase (decrease) in the inflation rate would have directionally inverse effect on the fair value of the security. With respect to the fair value measurement of mortgage loans, a significant increase (decrease) in the assumed spread over US Treasuries would produce a lower (higher) fair value measurement. Changes in the discount rate or factor used in the valuation techniques to determine the fair values of these private equity investments and mortgage loans generally are not correlated to changes in the other significant unobservable inputs. Significant increase (decrease) in isolation in the discount rate or factor would result in significantly lower (higher) fair value measurements. The remaining Separate Accounts' investments classified as Level 3 at June 30, 2012 consist of mortgage- and asset-backed securities with fair values of approximately $4 million and $6 million, respectively, and for which those measurements are determined using substantially the same valuation techniques as earlier described above for the Company's General Account investments in these securities.

Significant unobservable inputs with respect to the fair value measurement of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities identified in the table above are developed using Company data. Validations of unobservable inputs are performed to the extent the Company has experience. When an input is changed the model is updated and the results of each step of the model are analyzed for reasonableness.

The significant unobservable inputs used in the fair value measurement of the Company's GMIB reinsurance contract asset are lapse rates, withdrawal rates and GMIB utilization rates. Significant increases in GMIB utilization rates or decreases in lapse or withdrawal rates in isolation would tend to increase the GMIB reinsurance contract asset.

Fair value measurement of the GMIB reinsurance contract asset includes dynamic lapse and GMIB utilization assumptions whereby projected contractual lapses and GMIB utilization reflect the projected net amount of risks of the contract. As the net amount of risk of a contract increases, the assumed lapse rate decreases and the GMIB utilization increases. Increases in volatility would increase the asset.

The significant unobservable inputs used in the fair value measurement of the Company's GMWB and GWBL liability are lapse rates and withdrawal rates. Significant increases in withdrawal rates or decreases in lapse rates in isolation would tend to increase these liabilities.Increases in volatility would increase these liabilities.

The carrying values and fair values at June 30, 2012 and December 31, 2011 for financial instruments not otherwise disclosed in Note 3 are presented in the table below. Certain financial instruments are exempt from the requirements for fair value disclosure, such as insurance liabilities other than financial guarantees and investment contracts and pension and other postretirement obligations.

		June 30, 2012
		Carrying		Fair Value
		Value		Level 1		Level 2		Level 3		Total
		(In Millions)
Consolidated:
	Mortgage loans on real estate	$	4,633	$	0	$	0	$	4,807	$	4,807
	Other limited partnership interests		1,566		0		0		1,566		1,566
	Loans to affiliates		1,039		0		744		404		1,148
	Policyholders liabilities: Investment contracts		2,495		0		0		2,676		2,676
	Long-term debt		200		0		0		226		226
	Loans from affiliates		1,325		0		1,613		0		1,613

		December 31, 2011
		Carrying		Fair
		Value		Value
		(In Millions)
Consolidated:
	Mortgage loans on real estate	$	4,281	$	4,432
	Other limited partnership interests		1,582		1,582
	Loans to affiliates		1,041		1,097
	Policyholders liabilities: Investment contracts		2,549		2,713
	Long-term debt		200		220
	Loans from affiliates		1,325		1,485

Fair values for commercial and agricultural mortgage loans on real estate are measured by discounting future contractual cash flows to be received on the mortgage loan using interest rates at which loans with similar characteristics and credit quality would be made. The discount rate is derived from taking the appropriate U.S Treasury rate with a like term to the remaining term of the loan and adding a spread reflective of the risk premium associated with the specific loan. Fair values for mortgage loans anticipated to be foreclosed and problem mortgage loans are limited to the fair value of the underlying collateral, if lower.

Other limited partnership interests and other equity investments, including interests in investment companies, are accounted for under the equity method and for which the carrying value provides a reasonable estimate of fair value as the underlying investments of these partnerships are valued at estimated fair value.

Fair values for the Company's long-term debt are determined from quotations provided by brokers knowledgeable about these securities and internally assessed for reasonableness. The fair values of the Company's borrowing and lending arrangements with AXA affiliated entities are determined in the same manner as for such transactions with third parties, including matrix pricing models for debt securities and discounted cash flow analysis for mortgage loans.

The fair values for the Company's association plans contracts, supplementary contracts not involving life contingencies (“SCNILC”), deferred annuities and certain annuities, which are included in Policyholder's account balances are estimated using projected cash flows discounted at rates reflecting current market rates. Significant unobservable inputs reflected in the cash flows include lapse rates and withdrawal rates. Incremental adjustments may be made to the fair value to reflect non-performance risk. Certain other products such as Access Accounts are held at book value.

• Includes Trading securities' Level 3 amount.
• Transfers into/out of Level 3 classification are reflected at beginning-of-period fair values.