FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CASTRIES HENRI DE 		2. Issuer Name and Ticker or Trading Symbol

ALLIANCEBERNSTEIN HOLDING L.P. [ AB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Filed by mult. reporting pers.
(Last)          (First)          (Middle)

25, AVENUE MATIGNON 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/30/2009
(Street)

PARIS, I0 75008
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Units   (1)                722178   I   (2) See Notes   (2) (3) (4) (5) (6) (7) (8) (10)
Units   (1)                722178   I   (9) See Notes   (3) (4) (5) (6) (7) (8) (9) (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("Units") in AllianceBernstein Holding L.P. ("Holding").
( 2)  These Units are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").
( 3)  AXA indirectly owns all of the common stock of (i) AXA America Holdings, Inc. ("AXA America"), a holding company for a group of insurance and related financial services companies, including AXA Financial and its subsidiaries and AXA America Corporate Solutions, Inc. ("AACS") and its wholly owned subsidiary, Coliseum Reinsurance Co ("Coliseum Reinsurance") and (ii) AXA IM Rose, Inc. ("AXA IM Rose"), a holding company for a group of asset management companies. As of December 31, 2008, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly and indirectly owned approximately 14.29% of the issued ordinary shares (representing approximately 23.10% 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, the beneficial owner of any securities covered by this Form 4.
( 4)  AXA has deposited its shares of common stock ("Common Stock") of AXA Financial 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. By reason of the voting trust and their relationship with AXA and the Mutuelles AXA, 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.
( 5)  In addition to the Units reported in this Form 4, the Reporting Persons beneficially own units of limited partnership interests ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of March XY, 2009, ACMC beneficially owned directly 66,220,822 AB Units; AXA Equitable, 29,100,290 AB Units; AXA Financial (Bermuda) Ltd., 15,276,937 AB Units; AXA IM Rose, 41,934,582 AB Units; Coliseum Reinsurance, 8,160,000 AB Units; MONY Life, 6,841,642 AB Units; MLOA, 2,587,472 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.
( 6)  On March 30, 2009, AXA America contributed 8,160,000 AB Units to AACS, a wholly-owned subsidiary of AXA America, which immediately contributed the 8,160,000 AB Units to Coliseum Reinsurance, a wholly-owned subsidiary of AACS. Additionally, on March 30, 2009, AXA IM Rose purchased 41,934,582 AB Units from AXA Financial (Bermuda) Ltd. for a purchase price of $14.308 per AB Unit. The transfers of AB Units to Coliseum Reinsurance and AXA IM Rose, as more fully described above, are internal transfers within the consolidated AXA Group for capital management purposes that do not change the aggregate holdings of AB Units by AXA and its affiliates ("AXA Group"). Coliseum Reinsurance and AXA IM Rose intend to hold their AB Units for passive investment purposes as part of the AXA Group's overall strategic holding in AllianceBernstein.
( 7)  For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units
( 8)  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.
( 9)  These Units are directly owned by AXA Equitable.
( 10)  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.

Remarks:
This is one of two Forms 4 reporting this transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CASTRIES HENRI DE
25, AVENUE MATIGNON
PARIS, I0 75008


Filed by mult. reporting pers.
DUVERNE DENIS
25, AVENUE MATIGNON
PARIS, I0 75008


Filed by mult. reporting pers.
OUDINOT PARTICIPATIONS
39, RUE DU COLISEE
PARIS, I0 75008


Filed by mult. reporting pers.
CONDRON CHRISTOPHER M
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104


Filed by mult. reporting pers.
AXA EQUITABLE FINANCIAL SERVICES LLC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104


Filed by mult. reporting pers.
AXA FINANCIAL INC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104


Filed by mult. reporting pers.
AXA ASSURANCES I A R D MUTUELLE ET AL
26, RUE DROUOT
PARIS, I0 75009


Filed by mult.reporting pers.
AXA ASSURANCES VIE MUTUELLE ET AL
26, RUE DROUOT
PARIS, I0 75009


Filed by mult. reporting pers.

Signatures
Alvin H. Fenichel (See Attachment A) 4/1/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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