UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


Amendment No. 1




x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 2008





OR


 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                 to




Commission file number 001-09818




AllianceBernstein HoldingL.P.


(Exact name of registrant as specified in its charter)





Delaware
13-3434400(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)1345 Avenue of the Americas, New York, N.Y.
10105(Address of principal executive offices)
(Zip Code)




Registrant’s telephone number, including area code: (212) 969-1000




Securities registered pursuant to Section 12(b) of the Act:





Title of Class

Name of each exchange on which registeredunits representing assignments of beneficial ownership of limited partnership interests

New York Stock Exchange





Securities registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes x  No  ̈




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ̈  No x




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x  No  ̈




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.  x




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
 Yes o  No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Act. (Check one):




Large accelerated filer  x
Accelerated filer   ̈
Non-accelerated filer   ̈
Smaller reporting company   ̈




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ̈  No x




The aggregate market value of the units representing assignments of beneficial ownership of limited partnership interests held by non-affiliates computed by reference to the price at which such units were last sold on the New York Stock Exchange as of June 30, 2008 was approximately $4.544 million.




The number of units representing assignments of beneficial ownership of limited partnership interests outstanding as of February 2, 2009 was 91,910,013. (This figure includes 100,000 units of general partnership interest having economic interests equivalent to the economic interests of the units representing assignments of beneficial ownership
of limited partnership interests.)




DOCUMENTS INCORPORATED BY REFERENCE




This Form 10-K does not incorporate any document by reference.







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Explanatory Note





We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (“Form 10-K”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2009, solely to correct a typographical error.  Specifically, the Consents of Independent Registered Public
Accounting Firm included in Exhibit 23.01 are dated February 20, 2008 instead of February 20, 2009, and reference independent auditor's reports dated February 20, 2008 instead of February 20, 2009.  The reports manually signed by PricewaterhouseCoopers LLP (“PwC”) and delivered to us were correctly dated.  This amendment does not change any other portion of Form 10-K.





Item 15.
Exhibits, Financial Statement Schedules





(a)
There is no document filed as part of this Form 10-K.




Financial Statement Schedule.




Attached to this Form 10-K is a schedule describing Valuation and Qualifying Account-Allowance for Doubtful Accounts for the three years ended December 31, 2008, 2007 and 2006. PwC’s report regarding the schedule is also attached.




(b)
Exhibits.




The following exhibits required to be filed by Item 601 of Regulation S-K are filed herewith:





Exhibit

Description23.01

Consents of PricewaterhouseCoopers LLP.31.01

Certification of Mr. Kraus furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.02

Certification of Mr. Joseph furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.01

Certification of Mr. Kraus furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.02

Certification of Mr. Joseph furnished for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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Signatures





Pursuant to the requirements of Rule 12b-15 under the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





AllianceBernstein Holding L.P.Date: April 23, 2009
By:
/s/ Robert H. Joseph, Jr.Robert H. Joseph, Jr.Senior Vice President and Chief Financial Officer


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