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

Jan 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2012-01-20

Reporting Person: Gingrich James A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-20	units rep. assignments of beneficial owner. of lp interests	A	128558	$14.896	Acquired	324622	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Holding Units	55609	Direct

Footnotes

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

F2: The price set forth in the table is the average of the closing prices of a Holding Unit as reported for New York Stock Exchange composite transactions for the five business day period that commenced on January 13, 2012 and concluded on January 20, 2012. The Compensation Committee of the Board of Directors granted the award at a regular meeting duly called and held on December 9, 2011. This form was not filed within 48 hours of grant date because the Holding Unit value was not calculated until January 20, 2012.

F3: Reporting Person's 2011 incentive compensation award was made in the form of Holding Units. He therefore may be deemed to have acquired 128,558 Holding Units. These Holding Units are held in a rabbi trust under AllianceBernstein's incentive compensation award program until they vest and are distributed to the Reporting Person. The award vests, subject to various agreements and restrictive covenants set forth in the applicable award agreement, in equal annual increments on each of December 1, 2012, 2013, 2014 and 2015.