Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCB 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 footnote 4.
(Last)
(First)
(Middle)
50 MAIN STREET, SUITE 1000
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2007
(Street)

WHITE PLAINS, NY 10606
4. If Amendment, Date Original Filed(Month/Day/Year)
02/12/2007
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 (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)
Code V Amount (A) or (D) Price

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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 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
Units (1) (2) 02/08/2007   J(3)     8,160,000   (1)(2)   (1)(2) Holding Units 8,160,000 $ 91.385 (3) 8,160,000 (4) I (4) See footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCB INC
50 MAIN STREET, SUITE 1000
WHITE PLAINS, NY 10606
      See footnote 4.
SCB PARTNERS INC
50 MAIN STREET, SUITE 1000
WHITE PLAINS, NY 10606
      See footnote 4.

Signatures

 SCB INC., /s/ Gerald M. Lieberman, Senior Vice President   02/23/2007
**Signature of Reporting Person Date

 SCB PARTNERS INC., /s/ Gerald M. Lieberman, Senior Vice President   02/23/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The units of limited partnership interest of AllianceBernstein L.P. ("Units") are exchangeable for units representing assignments of limited partnership interests in AllianceBernstein Holding L.P. ("Holding Units") upon the satisfaction of a number of conditions including, but not limited to, the following: (i) the issuance of Holding Units must be exempt from registration pursuant to the Securities Act of 1933, as amended, and AllianceBernstein Holding L.P. ("Holding") must have received any necessary representations, opinions or other documentation in connection with such issuance; (ii) the issuance of the Holding Units must be permissible under the terms of the Amended and Restated Agreement of Limited Partnership of Holding dated as of October 29, 1999 (cont in footnote 2);
(2) (iii) AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) ("Equitable") must consent to the transfer of the Units to Holding (which AXA Financial, Inc. ("AXA Financial"), Equitable's indirect parent, has agreed to cause Equitable to do); and (iv) SCB Inc. ("SCB") must provide an outside legal opinion, reasonably satisfactory to AllianceBernstein L.P., stating that the exchange of Units for Holding Units constitutes a "block transfer" under applicable United States Treasury regulations. As of the date hereof, the status of the foregoing conditions and their ability to be satisfied at the time of any exchange is not certain. Prior to such exchange, SCB and SCB Partners Inc. ("Partners" and, together with SCB, the "Reporting Persons") are not entitled to any rights as a unit holder of Holding. In addition, the number of Holding Units into which the Units are exchangeable is subject to adjustment for anti-dilution.
(3) On February 8, 2007, the Reporting Persons delivered an exercise notice to AXA Financial informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 (the "Purchase Agreement"), among AXA Financial, AllianceBernstein L.P. and SCB. Such purchase was consummated on February 23, 2007. The purchase price for each Unit sold to AXA Financial pursuant to the Purchase Agreement was determined by averaging the closing prices of a Holding Unit as quoted on the NYSE Composite Transaction Tape for the ten trading days ending on the fifth trading day following February 8, 2007.
(4) Partners may be deemed to own beneficially and directly 8,160,000 Units. Partners is a direct wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 8,160,000. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. The Reporting Persons disclaim any beneficial ownership of the Holding Units that they are entitled to receive upon exchange of the Units because of the uncertainties described in footnotes 1 and 2. Upon such exchange, however, Partners would be deemed to own beneficially and directly any such Holding Units into which Units were exchanged. SCB would disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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