Sec Form 4/A Filing - AXA Equitable Holdings, Inc. @ ALLIANCEBERNSTEIN HOLDING L.P. - 2017-12-15

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 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/YY) 12/15/2017 (Street) NEW YORK, NY10104 4. If Amendment, Date Original Filed (MM/DD/YY) 12/15/2017 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 12/15/2017 P( 2 ) 1,240,983 A $ 24.95 2,312,163 D ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 AXA Equitable Holdings, Inc. 1290 AVENUE OF THE AMERICAS NEW YORK, NY10104 See Remarks Signatures /s/ Dave Hattem, Senior Executive Vice President and General Counsel 02/02/2018 Signature of Reporting Person Date

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.This Form 4 amendment is being filed to correct the number of units acquired by the Reporting Person, which was inadvertently misstated on the Form 4 filed on December 15, 2017.

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).

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