SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ACMC INC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN L.P. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Limited Partnership Interest	03/30/2009⁽¹⁾		J⁽¹⁾		8,160,000	D	$0⁽²⁾	0	D⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁷⁾
Units of Limited Partnership Interest	03/30/2009⁽¹⁾		J⁽¹⁾		8,160,000	A	$0⁽²⁾	8,160,000	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁷⁾
Units of Limited Partnership Interest	03/30/2009⁽¹⁾		J⁽¹⁾		8,160,000	D	$0⁽²⁾	0	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁷⁾
Units of Limited Partnership Interest	03/30/2009⁽¹⁾		J⁽¹⁾		8,160,000	A	$0⁽²⁾	8,160,000	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁷⁾
Units of Limited Partnership Interest								66,220,822	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁰⁾
Units of Limited Partnership Interest								29,100,290	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾
Units of Limited Partnership Interest	03/30/2009⁽¹³⁾		S⁽¹³⁾		41,934,582	D	$14.308⁽¹³⁾	15,276,937	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾
Units of Limited Partnership Interest	03/30/2009⁽¹³⁾		P⁽¹³⁾		41,934,582	A	$14.308⁽¹³⁾	41,934,582	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁷⁾
Units of Limited Partnership Interest								6,841,642	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁵⁾
Units of Limited Partnership Interest								2,587,472	D⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹⁶⁾

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

1. Name and Address of Reporting Person^*

ACMC INC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA

(Last)

(First)

(Middle)

25 AVENUE MATIGNON

(Street)

PARIS

75008

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA EQUITABLE LIFE INSURANCE CO

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA FINANCIAL (BERMUDA) LTD.

(Last)

(First)

(Middle)

C/O 1290 AVENUE OF AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA AMERICA HOLDINGS, INC.

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA America Corporate Solutions, Inc.

(Last)

(First)

(Middle)

17 STATE STREET

37TH FLOOR

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

Coliseum Reinsurance Co

(Last)

(First)

(Middle)

17 STATE STREET

37TH FLOOR

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

MONY LIFE INSURANCE CO

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

MONY LIFE INSURANCE CO OF AMERICA

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

1. Name and Address of Reporting Person^*

AXA-IM Rose Inc

(Last)

(First)

(Middle)

ONE FAWCETT PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Filed by mult. reporting pers.

Explanation of Responses:

1. On March 30, 2009, these units of limited partnership interest ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") were contributed by AXA America Holdings, Inc. ("AXA America") to AXA America Corporate Solutions, Inc. ("AXA Corporate Solutions"), a wholly-owned subsidiary of AXA America. Upon receipt of these AB Units, AXA Corporate Solutions immediately contributed these AB Units to Coliseum Reinsurance Co ("Coliseum Reinsurance"), a wholly-owned subsidiary of AXA Corporate Solutions.

2. Not applicable.

3. These AB Units are directly owned by AXA America.

4. 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 ("AXA Financial") and AXA Corporate Solutions and its wholly owned subsidiary, 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, the "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, as amended, the beneficial owner of any securities covered by this Form 4.

5. 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 with 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.

6. In addition to the AB Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding") as follows. As of March 30, 2009, ACMC, Inc. ("ACMC") beneficially owned directly 722,178 Holding Units and AXA Equitable Life Insurance Company ("AXA Equitable") beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC wholly owns AllianceBernstein Corporation, the general partner of both AllianceBernstein and Holding. As of March 30, 2009, Holding owned 91,956,176 AB Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units.

7. 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.

8. These AB Units are directly owned by AXA Corporate Solutions.

9. These AB Units are directly owned by Coliseum Reinsurance.

10. These AB Units are directly owned by ACMC.

11. These AB Units are directly owned by AXA Equitable.

12. These AB Units are directly owned by AXA Financial (Bermuda), Ltd ("AXA Bermuda").

13. On March 30, 2009, AXA IM Rose purchased 41,934,582 AB Units from AXA Bermuda. The purchase price of each AB Unit was $14.308 per AB Unit.

14. These AB Units are directly owned by AXA IM Rose.

15. These AB Units are directly owned by MONY Life Insurance Company.

16. These AB Units are directly owned by MONY Life Insurance Company of America.

17. 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.

Remarks:

This is one of two Forms 4 reporting the 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.

	Alvin H. Fenichel (See Attachment A)	04/01/2009
	Kevin R. Byrne (See Attachment A)	04/01/2009
	** 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 Number.