AXA

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Henri de Castries, Chief Executive Officer and Chairman of the Management Board of AXA S A , certifythat

1      I have reviewed this Annual Report on Form 20-F for the year ended December 31, 2008 of AXA S A (the"Registrant");

2   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered by this report;

3    Based on my knowledge, the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, results of operations and cashflows of the Registrant as of, and for, the periods presented in this report;

4    The Registrant's other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f))for the Registrant and have:

    designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

    designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

    evaluated the effectiveness of the Registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

    disclosed in this report any change in the Registrant's internal control over financial reportingthat occurred during the period covered by the annual report that has materially affected, or isreasonably likely to materially affect, the Registrant's internal control over financial reporting;and

5    The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the Registrant's auditors and the audit committee of theRegistrant's board of directors (or persons performing the equivalent functions):

     all significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affect the Registrant'sability to record, process, summarize and report financial information; and

     any fraud, whether or not material, that involves management or other employees who have asignificant role in the Registrant's internal control over financial reporting.



|/s/ | Henri de Castries               
|--- | --------------------------------
|    |                                 
|    | Chief Executive Officer         
|    | Chairman of the Management Board
|    | March 27, 2009                  

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AXA

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Denis Duverne, Chief Financial Officer and a Member of the Management Board of AXA S.A., certify that:

1.    I have reviewed this Annual Report on Form 20-F for the year ended December 31, 2008 of AXA S. A. (the"Registrant");

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, results of operations and cashflows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant's other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a- 15(f) and 15d-15(f))for the Registrant and have:

    designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

    designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

    evaluated the effectiveness of the Registrant's disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; and

    disclosed in this report any change in the Registrant's internal control over financial reportingthat occurred during the period covered by the annual report that has materially affected, or isreasonably likely to materially affect, the Registrant's internal control over financial reporting;and



5.    The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the Registrant's auditors and the audit committee of theRegistrant's board of directors (or persons performing the equivalent functions):

     all significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affect the Registrant'sability to record, process, summarize and report financial information; and

     any fraud, whether or not material, that involves management or other employees who have asignificant role in the Registrant's internal control over financial reporting.



|/s/ | Denis Duverne                 
|--- | ------------------------------
|    |                               
|    | Chief Financial Officer       
|    | Member of the Management Board
|    | March 27, 2009