Equitable Holdings, Inc. — Director's Dealing 2007

Feb 27, 2007

SEC Form 4/A — Form 4/A

Issuer: ALLIANCEBERNSTEIN L.P. (NONE)
CIK: 0001109448
Period of Report: 2007-02-08

Reporting Person: BEBEAR CLAUDE (10% Owner, Filed by mult. reporting pers.)
Reporting Person: CASTRIES HENRI DE (10% Owner, Filed by mult. reporting pers.)
Reporting Person: DUVERNE DENIS (10% Owner, Filed by mult. reporting pers.)
Reporting Person: MONY HOLDINGS LLC (Filed by mult. reporting pers.)
Reporting Person: MONY LIFE INSURANCE CO (Filed by mult. reporting pers.)
Reporting Person: MONY LIFE INSURANCE CO OF AMERICA (Filed by mult. reporting pers.)
Reporting Person: OUDINOT PARTICIPATIONS (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA AMERICA HOLDINGS, INC. (10% Owner, Filed by mult. reporting pers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-08	Units of Limited Partnership Interest	J	8160000	$91.385	Acquired	40860754	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Units of Limited Partnership Interest	66220822	Direct
Units of Limited Partnership Interest	40880637	Direct
Units of Limited Partnership Interest	8165204	Direct
Units of Limited Partnership Interest	4389192	Direct
Units of Limited Partnership Interest	1225000	Direct

Footnotes

F1: These units ("AB Units") of limited partnership interest in AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.)("AllianceBernstein") are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").

F2: These AB Units are directly owned by ECMC, LLC ("ECMC"), an indirect wholly-owned subsidiary of AXA Financial.

F3: These AB Units are directly owned by AXA Equitable Life Insurance Company ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial.

F4: AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of February 28, 2006, the Mutuelles AXA, as a group, directly and indirectly owned approximately 14.30% of the issued ordinary shares (representing approximately 23.29% of the voting power) of AXA. The Mutuelles AXA and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that either of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

F5: AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the indirect beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights with respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

F6: In addition to the AB Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (f/k/a Alliance Capital Management Holding L.P.) ("Holding") as follows. As of February 26, 2007, ACMC beneficially owned directly 722,178 Holding Units, ECMC beneficially owned directly 722,178 Holding Units and AXA Financial did not beneficially own directly any Holding Units. Equitable Holdings, LLC wholly owns AllianceBernstein Corporation (f/k/a Alliance Capital Management Corporation), the general partner of both AllianceBernstein and Holding. As of February 26, 2007, Holding owned 85,961,854 AB Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units.

F7: The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of AB Units will be allowed only with the written consent of both AXA Equitable and the general partner of AllianceBernstein. AXA Equitable and the general partner of AllianceBernstein have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations.

F8: AXA Financial entered into a purchase agreement with Sanford C. Bernstein Inc. ("SCB") and AllianceBernstein's, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of AllianceBernstein's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase AB Units received by SCB as part of consideration for the Acquisition (in the aggregate, such AB Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the AB Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances.

F9: On February 8, 2007, SCB and SCB Partners, Inc. delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 AB Units to AXA Financial (or its designee) under the Purchase Agreement. The purchase price for the AB Unit which acquisition is being reported on this Form 4 is $91.385 per AB Unit, which is, as provided in the Purchase Agreement, the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on February 15, 2007, the fifth trading day following the February 8, 2007 exercise date. The settlement of the sale by SCB Partners Inc. of 8,160,000 AB units in the aggregate to AXA Financial took place on February 23, 2007.

F10: These AB Units are directly owned by AXA Financial.

F11: These AB Units are directly owned by MONY Life Insurance Company, which is wholly owned by MONY Holdings, LLC, a wholly-owned subsidiary of AXA Financial.

F12: These AB Units are directly owned by MONY Life Insurance Company of America, which is wholly owned by MONY Life.