8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2009

AllianceBernstein Holding l.p.

(Exact name of registrant as specified in its charter)

Delaware	001-09818	13-3434400
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, New York, New York	10105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-969-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5. Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2009, AllianceBernstein L.P. (“AllianceBernstein”) and AllianceBernstein Holding L.P. (“AB Holding”) announced that Gerald M. Lieberman, who is a member of the Board of Directors (“Board”) of AllianceBernstein Corporation (“Corporation”), which is the general partner of AllianceBernstein and AB Holding, and President and Chief Operating Officer of the Corporation, is retiring, effective July 31, 2009 (“Retirement Date”).

Mr. Lieberman, AllianceBernstein and the Corporation have entered into an agreement setting forth the terms of Mr. Lieberman’s retirement (“Lieberman Retirement Agreement”).  Mr. Lieberman will continue to be paid his base salary of $200,000, less applicable tax withholdings and other payroll deductions, through January 31, 2010.  Mr. Lieberman shall receive a lump sum separation payment of $2,600,000, less applicable tax withholdings and other payroll deductions, as promptly as possible after June 17, 2009.  In addition, Mr. Lieberman shall be awarded restricted units representing assignments of beneficial ownership of limited partnership interests in AB Holding (“Units”) in an amount equal to $3,400,000, which shall be determined by dividing $3,400,000 by the average closing price on the New York Stock Exchange of a Unit for the period covering the four trading days immediately preceding the Retirement Date, the Retirement Date and the five trading days immediately following the Retirement Date, and rounded up to the nearest whole number.  These restricted Units shall vest ratably on July 31 in each of 2010, 2011 and 2012, provided Mr. Lieberman complies with the other terms of the Lieberman Retirement Agreement.  Mr. Lieberman will also receive, until July 31, 2012, a number of continuing benefits from AllianceBernstein as described in the Lieberman Retirement Agreement.

On June 10, 2009, AllianceBernstein and AB Holding announced that David A. Steyn, age 49, will succeed Mr. Lieberman as Chief Operating Officer of the Corporation, AllianceBernstein and AB Holding.

Mr. Steyn joined our firm in 1999, having been the founding co-Chief Executive Officer of Sanford Bernstein’s London office, and has been Executive Vice President and Global Head of Distribution since April 2007. In this role, the Heads of AllianceBernstein’s three distribution channels – Institutional Investments, Retail and Private Client – report to him. Prior to serving in this role, Mr. Steyn had been Executive Vice President and Head of Institutional Investments since November 2003.  Mr. Steyn will continue to oversee AllianceBernstein’s distribution services in addition to assuming his new duties as Chief Operating Officer.

Section 7. Regulation FD

Item 7.01. Regulation FD Disclosure.

AB Holding is furnishing a news release announcing that Gerald M. Lieberman, in connection with his retirement, has resigned as Director of the Corporation and President and Chief Operating Officer of the Corporation, AllianceBernstein and AB Holding, effective July 31, 2009, and that David A. Steyn will replace Mr. Lieberman as Chief Operating Officer.  Our news release (“News Release”) relating to this managerial change is attached hereto as Exhibit 99.01.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.01 News Release.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AllianceBernstein Holding l.p.
Dated:  June 11, 2009	By:	/s/ Laurence E. Cranch
		Laurence E. Cranch Executive Vice President, General Counsel and Corporate Secretary

EX-99.01

Exhibit 99.01

Philip Talamo, Investor Relations 212.969.2383 ir@alliancebernstein.com John Meyers, Media 212.969.2301 john.meyers@alliancebernstein.com

News Release

Gerald M. Lieberman Retiring as President and Chief Operating Officer of AllianceBernstein

New York, NY, June 10, 2009 – AllianceBernstein Holding L.P. (NYSE: AB) and AllianceBernstein L.P today announced that Gerald M. Lieberman, 62, will be retiring as president and chief operating officer, effective July 31, 2009.  David A. Steyn, global head of distribution for AllianceBernstein, will assume the role of chief operating officer.

Peter S. Kraus, chairman and chief executive officer of AllianceBernstein, said, “Jerry has played a significant role in shaping our firm as we know it today, most notably in developing our global integrated platform, risk management, corporate governance and financial transparency.  He has also led our firmwide expense-reduction efforts which have strengthened the firm’s financial position, now and for the future.”

“My time at AllianceBernstein has been both professionally and personally rewarding," said Mr. Lieberman. "I am confident that the deep pool of leadership and talent at the firm will continue to do well for our clients, our employees and our unitholders.”

Mr. Steyn, 49, will continue to oversee AllianceBernstein’s distribution services in addition to assuming his new duties as chief operating officer.  Mr. Kraus said, “With 30 years of both investment and sales-management experience in the financial services industry, including the last 10 with our firm, David brings a wealth of knowledge and the broad perspective necessary to succeed in his new role.”

About AllianceBernstein

AllianceBernstein is a leading global investment management firm that offers high-quality research and diversified investment services to institutional clients, individuals and private clients in major markets around the world. AllianceBernstein employs more than 500 investment professionals with expertise in growth equities, value equities, fixed income securities, blend strategies and alternative investments and, through its subsidiaries and joint ventures, operates in more than 20 countries. AllianceBernstein’s research disciplines include fundamental research, quantitative research, economic research and currency forecasting capabilities. Through its integrated global platform, AllianceBernstein is well-positioned to tailor investment solutions for its clients. AllianceBernstein also offers independent research, portfolio strategy and brokerage-related services to institutional investors.

At March 31, 2009, AllianceBernstein Holding L.P. owned approximately 34.3% of the issued and outstanding AllianceBernstein Units and AXA, one of the largest global financial services organizations, owned an approximate 64.3% economic interest in AllianceBernstein.

Cautions regarding Forward-Looking Statements

Certain statements provided by management in this news release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of these factors include, but are not limited to, the following: the performance of financial markets, the investment performance of sponsored investment products and separately managed accounts, general economic conditions, industry trends, future acquisitions, competitive conditions, and government regulations, including changes in tax regulations and rates and the manner in which the earnings of publicly traded partnerships are taxed. We caution readers to carefully consider such factors. Further, such forward-looking statements speak only as of the date on which such statements are made; we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. For further information regarding these forward-looking statements and the factors that could cause actual results to differ, see “Risk Factors” and “Cautions Regarding Forward-Looking Statements” in our Form 10-K for the year ended December 31, 2008 and Form 10-Q for the quarter ended March 31, 2009. Any or all of the forward-looking statements that we make in this news release, Form 10-K, Form 10-Q, other documents we file with or furnish to the SEC, and any other public statements we issue, may turn out to be wrong. It is important to remember that other factors besides those listed in “Risk Factors” and “Cautions Regarding Forward-Looking Statements”, and those listed above, could also adversely affect our revenues, financial condition, results of operations and business prospects.

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