Equitable Holdings, Inc. — Director's Dealing 2008

Dec 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2008-12-17

Reporting Person: CASTRIES HENRI DE (Filed by mult. reporting pers.)
Reporting Person: DUVERNE DENIS (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.)
Reporting Person: CONDRON CHRISTOPHER M (Filed by mult. reporting pers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-17	Units	J	722178	—	Disposed	0	Indirect
2008-12-17	Units	J	722178	—	Acquired	722178	Indirect
2008-12-17	Units	J	722178	—	Disposed	0	Indirect
2008-12-17	Units	J	722178	—	Acquired	722178	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Units	722178	Indirect

Footnotes

F1: Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("Units") in AllianceBernstein Holding L.P. ("Holding").

F2: On December 17, 2008, these Units were transferred by ECMC, LLC ("ECMC") to Equitable Holdings LLC ("Equitable Holdings"), the sole member of ECMC. Upon receipt of these Units, Equitable Holdings immediately transferred these Units to AXA Equitable Life Insurance Company ("AXA Equitable"), the sole member of Equitable Holdings.

F3: Not applicable.

F4: These Units are owned directly by ECMC, an indirect wholly owned subsidiary of AXA Financial, Inc. ("AXF").

F5: AXA indirectly owns all of the common stock (the "Common Stock") of AXF, which is the direct and indirect beneficial owner of the Units covered by this Form 4. As of December 31, 2007, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, the "Mutuelles AXA"), directly and indirectly owned approximately 14.48% of the issued ordinary shares (representing approximately 20.84% 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 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: 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.

F7: In addition to the Units reported in this Form 4, the Reporting Persons beneficially own units ("AB Units") of limited partnership interest in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of the close of business on December 17, 2008, ACMC, Inc. ("ACMC") beneficially owned directly 66,220,822 AB Units; AXA Equitable, 49,264,877 AB Units; AXA Financial (Bermuda) Ltd., 40,861,854 AB Units; MONY Life, 4,389,192 AB Units; MLOA, 1,225,000 AB Units; and AllianceBernstein 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.

F8: On December 17, 2008, AXF contributed 40,861,854 AB Units to AXA Equitable Financial Services, LLC. ("AXFS"), a wholly-owned subsidiary of AXF, which immediately contributed the 40,861,854 Units to AXA Financial (Bermuda) Ltd, a wholly-owned subsidiary of AXFS. Separately, on December 17, 2008, ECMC, LLC transferred 40,880,637 AB Units to Equitable Holdings, LLC, its sole member, which immediately transferred the 40,880,637 AB Units to AXA Equitable, its sole member.

F9: For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units.

F10: The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for 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.

F11: As used in this Form 4, "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 AXF.

F12: These Units are owned directly by Equitable Holdings.

F13: These Units are directly owned by AXA Equitable.

F14: These Units are directly owned by ACMC, an indirect wholly owned subsidiary of AXF.