ALLIANCEBERNSTEIN HOLDING L.P. — Director's Dealing 2012

May 22, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2012-05-14

Reporting Person: Weisenseel John C (SVP and CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Units rep. assignments of beneficial owner. of lp interests	69629	Indirect

Footnotes

F1: Units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding Units").

F2: Reporting Person was granted an award of 69,629 Holding Units in connection with joining AllianceBernstein on May 14, 2012 ("Hire Date"). He therefore may be deemed as having acquired 69,629 Holding Units. Reporting Person's Holding Units are held in a rabbi trust under AllianceBernstein's incentive compensation award program until they vest and are distributed to Reporting Person. The award vests ratably on each of December 1, 2012, 2013, 2014 and 2015.

F3: The number of Holding Units was determined by dividing $1,000,000 by the average closing price of a Holding Unit as reported for New York Stock Exchange composite transactions for the period covering the four trading days immediately preceding the Hire Date, the Hire Date and the five trading days immediately following the Hire Date, and rounding up to the nearest whole number.