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 *

AXA Equitable Holdings, Inc.
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)
See Remarks
(Last)          (First)          (Middle)

1290 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YYYY)

12/15/2017
(Street)

NEW YORK, NY 10104
(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
Units   (1) 12/15/2017     P (2)    124983   A $24.95   2312163   D   (3) (4) (5) (6)  
Units   (1)                1444356   I   (5) By affiliate  

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 ("Holding Units") in AllianceBernstein Holding L.P. ("Holding").
(2)  On April 30, 2017, AXA Equitable Holdings Inc. ("Equitable Holdings"), entered into a unit purchase agreement (the "Unit Purchase Agreement") with Peter S. Kraus covering all of the Holding Units beneficially owned by Mr. Kraus. Pursuant to the Unit Purchase Agreement, Equitable Holdings and Mr. Kraus agreed to call and put options, respectively, covering certain restricted Holding Units delivered in accordance with the terms of Mr. Kraus's employment agreement or with respect to which he had deferred delivery, at specified future market prices if the Holding Units are trading at or between $22.90 and $32.90 per Holding Unit. On December 12, 2017, Equitable Holdings exercised its call option for all units owned by Mr. Kraus as of the close of business on such date.
(3)  AXA indirectly owns (i) all of the common stock of Equitable Holdings, a holding company for a group of insurance and related financial services companies, AXA Financial, Inc. ("AXF") and its subsidiaries and AXA America Corporate Solutions, Inc. and its wholly owned subsidiary, Coliseum Reinsurance Company ("Coliseum Reinsurance") and (ii) 96.23% of the outstanding shares of common stock of AXA-IM Holding U.S. Inc. (AXA-IM Holding"), a holding company for a group of asset management companies. AXF is the sole member of AXA Equitable Financial Services, LLC ("AXFS") which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC") and (ii) MONY Life Insurance Company of America ("MLOA").
(4)  As of December 31, 2016, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly beneficially owned approximately 14.13% of the issued ordinary shares (representing approximately 23.93% 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.
(5)  Equitable Holdings beneficially owns directly 2,312,163 Holding Units and beneficially owns indirectly 1,444,356 Holding Units beneficially owned directly by ACMC.
(6)  In addition to the Holding Units reported in this Form 4, the Reporting Person and its affiliates beneficially own units of limited partnership interests ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of December 15, 2017, AXF beneficially owned directly 43,032,758 AB Capital Units; ACMC beneficially owned directly 74,406,933 AB Capital Units; AXA-IM Holding, 41,934,582 AB Capital Units; Coliseum Reinsurance, 8,160,000 AB Capital Units; MLOA, 2,587,472 AB Capital 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. For more information on the Reporting Person and its affiliates' holdings of AB Capital Units, see their separate Form 4 filings with respect to AB Capital Units.

Remarks:
Affiliate of holder of general partnership units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AXA Equitable Holdings, Inc.
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104



See Remarks

Signatures
/s/ Anders Malmstrom, Senior Executive Vice President 12/15/2017
** 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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