Equitable Holdings, Inc. — Director's Dealing 2007

Feb 13, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2007-02-08

Reporting Person: BEBEAR CLAUDE (Filed by mult. reporting pers.)
Reporting Person: CASTRIES HENRI DE (Filed by mult. reporting pers.)
Reporting Person: DUVERNE DENIS (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 (Filed by mult. reporting pers.)
Reporting Person: AXA AMERICA HOLDINGS, INC. (Filed by mult. reporting pers.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Units	722178	Direct
Units	722178	Direct

Footnotes

F1: Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests.

F2: These securities are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").

F3: 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.

F4: 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 wth 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.

F5: In addition to the 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") reported in this Form 4, the Reporting Persons beneficially own units ("AB Units") of limited partnership interest in AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.)("AllianceBernstein") as follows. As of February 12, 2007, AXA Financial beneficially owned directly 32,700,754 AB Units; ACMC, 66,220,822 AB Units; ECMC, LLC, 40,880,637 AB Units; AXA Equitable, 8,165,204 AB Units; MONY Life, 4,389,192 AB Units; MLOA, 1,225,000 AB Units; and AllianceBernstein Corporation (f/k/a Alliance Capital Management Corporation), a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in AllianceBernstein and 100,000 units of general partnership interest in Holding.

F6: 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.

F7: 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. As provided in the Purchase Agreement, the purchase price for each such AB Unit will be 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 23, 2007, the fifth trading day following the February 8, 2007 exercise date. While the purchase price will not be determined until February 15, 2007, and the settlement date will be subsequent to that date, the Reporting Persons are filing this form to report AXA Financial's receipt, on February 8, 2007, of SCB's notice of exercise of its right to sell.

F8: For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units.

F9: 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.

F10: These securities are directly owned by ECMC, LLC, an indirect wholly-owned subsidiary of AXA Financial.

F11: As used in this Form 4, "AXA Equitable" refers to AXA Equitable Life Insurance Company; "MONY Life" refers to MONY Life Insurance Company; and "MLOA" refers to MONY Life Insurance Company of America. AXA Equitable, MONY Life and MLOA are indirect wholly owned subsidiaries of AXA Financial.