AXA Axa Common Stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AXA
(Exact name of registrant as specified in its charter)

THE REPUBLIC OF FRANCE N/A
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

 ---------------------------------

25 AVENUE MATIGNON--75008 PARIS--FRANCE
(011 33 1) 40 75 57 00
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

AXA SHAREPLAN 2008
(Full Title of the Plan)

RICHARD V. SILVER, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AXA FINANCIAL, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 314-3916

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule-12b-2 of the Exchange Act.

Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ]

CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------
 MAXIMUM
 TITLE OF SECURITIES TITLE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
 TO BE REGISTERED OF PLAN REGISTERED PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
 Ordinary Shares (1) AXA SHAREPLAN 2008 11,100,000 $29.06 $322,566,000 $12,676.84
------------------------------------------------------------------------------------------------------------------------------------

(1) These shares may be represented by the Registrant's American Depositary Shares, each of which represents one Ordinary Share. American Depositary Shares issuable upon deposit of the securities registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-13376).

(2) Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices of AXA's Ordinary Shares reported on the Euronext Paris on July 30, 2008 of 18.68 Euro per Ordinary Share translated into U.S. dollars at the noon buying rate in New York for cable transfers in Euro as certified for customs purposes by the Federal Reserve Bank of New York on that date of $1.5559 per 1.00 Euro.

ITEM 1. PLAN INFORMATION.

Not required to be filed with the Securities and Exchange Commission (the "Commission").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference herein and shall be deemed a part hereof, except that the following information in the below documents shall not be deemed incorporated by reference herein or a part hereof: information related to underlying earnings, adjusted earnings, embedded value or components thereof (including, without limitation, life new business contribution, life new business margin, and life new business premiums); margin analysis; and any other information that would constitute a non-GAAP financial measure subject to the rules and regulations of the Commission.

(a) AXA's Annual Report on Form 20-F for the year ended December 31, 2007 (the "2007 Form 20-F");

(b) AXA's Current Reports on Form 6-K furnished to the Commission on January 31, 2008, February 28, 2008, April 28, 2008 and May 7, 2008;

(c) The description of AXA's Ordinary Shares and American Depositary Shares contained in Item 10 of AXA's 2007 Form 20-F; and

(d) All other reports filed (or furnished) by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2007.

To the extent designated therein, certain Current Reports of AXA on Form 6-K, and all other documents filed by AXA pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents, except for information related to underlying earnings, adjusted earnings, embedded value or components thereof (including, without limitation, life new business contribution, life new business margin, and life new business premiums); margin analysis; and any other information that would constitute a non-GAAP financial measure subject to the rules and regulations of the Commission.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any document filed with or furnished to the Commission subsequently to that document and incorporated herein by reference or in any other document filed subsequent to the date of this Registration Statement which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

George Stansfield, Executive Vice President and General Counsel, has given his opinion about certain legal matters affecting AXA Ordinary Shares registered under this Registration Statement. George Stansfield owns, or has the right to acquire, AXA restricted shares, AXA American Depository Receipts and AXA Ordinary Shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

AXA maintains liability insurance for its directors and officers, including insurance against certain liabilities under the Securities Act of 1933, as amended (the "Securities Act").

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

See Exhibit Index.

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any Prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)

which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in a form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

provided, however, that

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of this registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in this registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France, on August 1, 2008.

AXA

By: /s/ Denis Duverne
 ---------------------------
 Denis Duverne
 Chief Financial Officer and
 Member of the Management Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Denis Duverne and George Stansfield, as attorney-in-fact and agent, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this registration statement, supplements to this registration statement and any registration statements filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933 relating thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 Name Title Date
 ---- ----- ----
/s/ Henri de Castries Chairman of the Management Board August 1, 2008
--------------------------------- (Principal Executive Officer)
Henri de Castries

/s/ Denis Duverne Member of the Management Board August 1, 2008
--------------------------------- (Chief Financial Officer)
Denis Duverne

/s/ Laurent Clamagirand Group Financial Controller August 1, 2008
--------------------------------- (Principal Accounting Officer)
Laurent Clamagirand

/s/ Francois Pierson Member of the Management Board August 1, 2008
---------------------------------
Francois Pierson

/s/ Claude Brunet Member of the Management Board August 1, 2008
---------------------------------
Claude Brunet


/s/ Alfred Bouckaert Member of the Management Board August 1, 2008
---------------------------------
Alfred Bouckaert


/s/ Christopher M. Condron Member of the Management August 1, 2008
--------------------------------- Board (Authorized Representative in
Christopher M. Condron the United States)

EXHIBIT INDEX

Exhibit
Number Description of Exhibit
------- ----------------------

4.1 Statuts of AXA, as amended (incorporated by reference to
 Exhibit 1 to AXA's Form 20-F for the year ended December 31,
 2007).

4.2 Amended and Restated Deposit Agreement, dated as of April 27,
 2001, among AXA, The Bank of New York and all owners from
 time to time of American Depositary Receipts issued
 thereunder, filed as Exhibit 3A to the Company's Registration
 Statement on Form F-6 filed on April 18, 2001 (Registration
 No. 333-13376) and incorporated herein by reference.

5.1 Opinion of George Stansfield, General Counsel of AXA.

23.1 Consent of PricewaterhouseCoopers Audit.

23.2 Consent of George Stansfield, General Counsel of AXA (contained
 in the opinion filed as Exhibit 5.1 to this Registration
 Statement).

24 Powers of Attorney (included on the signature pages hereto).

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