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 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * BERNSTEIN SETH P 2. Issuer Name and Ticker or Trading Symbol ALLIANCEBERNSTEIN HOLDING L.P. [ AB ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)         (First)         (Middle)
C/O ALLIANCEBERNSTEIN, 1345 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YYYY)
5/1/2021
(Street)
NEW YORK, NY 10105
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ 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
AB Holding Units (1) 5/1/2021    F    83786 (2) D $43.11 (3) 373687 (2) I  by rabbi trust under employee incentive compensation plan 
AB Holding Units (1)                112191 (2) D   

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 in AllianceBernstein Holding L.P. ("AB Holding Units")
(2)  On May 1, 2021, 164,706 AB Holding Units previously owned by Reporting Person through a rabbi trust that held the AB Holding Unit award he received when joining AB in May 2017 were distributed to him. Of these AB Holding Units, 83,786 AB Holding Units were withheld for tax purposes and 80,920 AB Holding Units were delivered to him.
(3)  Closing price of an AB Holding Unit on April 30, 2021. We used the closing price on this date as May 1, 2021 was not a business day.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BERNSTEIN SETH P
C/O ALLIANCEBERNSTEIN
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105
X
President and CEO

Signatures
/s/ Seth P. Bernstein 5/4/2021
**Signature of Reporting Person Date
/s/ David M. Lesser, by pwr. of att'y 5/4/2021
**Signature of Reporting Person Date