Sec Form 4/A Filing - FINAXA ET AL @ ALLIANCE CAPITAL MANAGEMENT L P - 2004-12-07

FORM 4/A 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FINAXA ET AL 2. Issuer Name and Ticker or Trading Symbol ALLIANCE CAPITAL MANAGEMENT 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. (Last) (First) (Middle) 23, AVENUE MATIGNON 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2004 (Street) PARIS, I075008 4. If Amendment, Date Original Filed (MM/DD/YY) 12/09/2004 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Units of Limited Partnership Interest 32,699,154 I ( 10 ) See notes ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 10 ) Units of Limited Partnership Interest 66,220,822 I ( 1 ) See notes ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Units of Limited Partnership Interest 40,880,637 I ( 2 ) See notes ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Units of Limited Partnership Interest 12/07/2004( 8 )( 9 ) J( 8 )( 9 ) 2,545,808 A $ 40.08 ( 8 ) ( 9 ) 7,765,204 I ( 3 ) See notes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) Units of Limited Partnership Interest 12/07/2004( 8 )( 9 ) J( 8 )( 9 ) 4,389,192 A $ 40.08 ( 8 ) ( 9 ) 4,389,192 D ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) Units of Limited Partnership Interest 12/07/2004( 8 )( 9 ) J( 8 )( 9 ) 1,225,000 A $ 40.08 ( 8 ) ( 9 ) 1,225,000 D ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FINAXA ET AL 23, AVENUE MATIGNON PARIS, I075008 X Filed by mult. reporting pers. BEBEAR CLAUDE 25, AVENUE MATIGNON PARIS, I075008 X Filed by mult. reporting pers. CASTRIES HENRI DE 25, AVENUE MATIGNON PARIS, I075008 X Filed by mult. reporting pers. COLLOCH FRANCOISE 25, AVENUE MATIGNON PARIS, I075008 X Filed by mult. reporting pers. MONY HOLDINGS LLC 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X Filed by mult. reporting pers. MONY LIFE INSURANCE CO OF AMERICA 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X Filed by mult. reporting pers. MONY LIFE INSURANCE CO 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 X Filed by mult. reporting pers. Signatures Alvin H. Fenichel (See Attachment A) 12/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These units ("Capital Units") of limited partnership interest in Alliance Capital Management L.P. ("Capital") are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"). ( 2 )These Capital Units are directly owned by ECMC, LLC ("ECMC"), an indirect wholly-owned subsidiary of AXA Financial. ( 3 )These Capital Units are directly owned by AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial. ( 4 )AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of October 31, 2004, the Mutuelles AXA, as a group, directly and indirectly (through Finaxa) owned 20.54% of the issued ordinary shares (representing 32.66% of the voting power) of AXA. The Mutuelles AXA, Finaxa and AXA 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 )AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the 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. Accordingly, 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 Capital Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding") as follows. As of December 21, 2004, ACMC beneficially owned directly 722,178 Holding Units, and ECMC beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC wholly owns Alliance Capital Management Corporation, the general partner of both Capital and Holding. As of December 21, 2004, Holding owned 80,473,756 Capital 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 Capital Units are highly illiquid, and the ability of a holder of Capital Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of Capital Units will be allowed only with the written consent of both AXA Equitable and the general partner of Capital. AXA Equitable and the general partner of Capital 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 )AXA Financial entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc.) ("SCB") and Capital, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of Capital's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase Capital Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Capital Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Capital Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances. ( 9 )On December 7, 2004, SCB Partners Inc., a wholly owned subsidiary of SCB, delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 Capital Units to AXA Financial (or its designee) under the Purchase Agreement. The purchase price for the Capital Units which acquisition is being reported on this Form 4 is $40.077 per Capital Unit, which is, as provided in the Purchase Agreement, the average of the closing prices of a Hol ding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 14, 2004, the fifth trading day following the December 7, 2004 exercise date. The settlement of the sale by SCB Partners Inc. of 8,160,000 Capital Units in the aggregate to AXA Financial (which contributed 4,389,192 Capital Units to MONY Life and 1,225,000 Capital Units to MLOA on December 21, 2004) and AXA Equitable took place on December 21, 2004. ( 10 )These Capital Units are directly owned by AXA Financial. ( 11 )These Capital Units are directly owned by MONY Life Insurance Company ("MONY Life"), which is wholly owned by MONY Holdings, LLC, a wholly-owned subsidiary of AXA Financial. ( 12 )These Capital Units are directly owned by MONY Life Insurance Company of America ("MLOA"), which is wholly owned by MONY Life.

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.

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).

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