UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-Q





(Mark
One)





ý
                    QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2009ORo
                    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period
from                         to





Commission
File No.  001-09818





AllianceBernsteinHolding l.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, NY  10105


(Address
of principal executive offices)


(Zip
Code)





(212)
969-1000


(Registrant’s
telephone number, including area code)





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
              ý
              No
              o





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,” “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated filer ý
              
              Accelerated
      filer oNon-accelerated
      filer o (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





Yes
                    o
                    No
                    ý





The
number of units representing assignments of beneficial ownership of limited
partnership interests outstanding as of March 31, 2009 was
91,956,176.*





*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.













ALLIANCEBERNSTEINHOLDING L.P.





Index to
Form 10-Q





PagePart
      IFINANCIAL
      INFORMATIONItem
      1.
                Financial StatementsCondensed
      Statements of Financial Condition
                1Condensed
      Statements of Income
                2Condensed
      Statements of Cash Flows
                3Notes to
      Condensed Financial Statements
                4-8Report of Independent Registered Public Accounting
      Firm
                9Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                10-11Item
      3.
                Quantitative and
      Qualitative Disclosures About Market Risk
                12Item
      4.
                Controls and
      Procedures
                12Part IIOTHER
      INFORMATIONItem
      1.
                Legal
      Proceedings
                13Item
      1A.
                Risk
      Factors
                13Item
      2.
                Unregistered Sales
      of Equity Securities and Use of Proceeds
                13Item
      3.
                Defaults Upon Senior
      Securities
                13Item
      4.
                Submission of
      Matters to a Vote of Security Holders
                13Item
      5.
                Other
      Information
                13Item
      6.
                Exhibits
                14SIGNATURE
                15





Index





PartI





FINANCIAL
INFORMATION





Item
1.Financial
Statements





ALLIANCEBERNSTEIN
HOLDING L.P.


Condensed
Statements of Financial Condition


(in
thousands, except unit amounts)





March 31,
                    2009
                  
                  
                  December 31,
                    2008(unaudited)ASSETSInvestment
      in AllianceBernstein
                  
                  $
                  1,599,128
                  
                  
                  $
                  1,600,045Due
      from AllianceBernstein
                  
                  
                  2,591
                  
                  
                  
                  —Other
      assets
                  
                  
                  10
                  
                  
                  
                  1,397Total
      assets
                  
                  $
                  1,601,729
                  
                  
                  $
                  1,601,442LIABILITIES
      AND PARTNERS’ CAPITALLiabilities:Payable
      to AllianceBernstein
                  
                  $
                  —
                  
                  
                  $
                  4,825Other
      liabilities
                  
                  
                  4,966
                  
                  
                  
                  462Total
      liabilities
                  
                  
                  4,966
                  
                  
                  
                  5,287Commitments
      and contingencies (See
      Note 7)Partners’
      capital:General
      Partner: 100,000 general partnership units issued and
      outstanding
                  
                  
                  1,611
                  
                  
                  
                  1,633Limited
      partners: 91,856,176 and 90,223,767 limited partnership units issued and
      outstanding
                  
                  
                  1,621,520
                  
                  
                  
                  1,618,985Accumulated
      other comprehensive income (loss)
                  
                  
                  (26,368
                  )
                  
                  
                  (24,463
                  )Total
      partners’ capital
                  
                  
                  1,596,763
                  
                  
                  
                  1,596,155Total
      liabilities and partners’ capital
                  
                  $
                  1,601,729
                  
                  
                  $
                  1,601,442





See
Accompanying Notes to Condensed Financial Statements.





1
 Index





ALLIANCEBERNSTEINHOLDING L.P.


Condensed
Statements of Income


(in
thousands, except per unit amounts)


(unaudited)





Three
      Months Ended March 31,2009
                
                
                2008Equity
      in net income attributable to AllianceBernstein
Unitholders
                
                $
                12,612
                
                
                $
                81,997Income
      taxes
                
                
                5,877
                
                
                
                9,561Net
      income
                
                $
                6,735
                
                
                $
                72,436Net
      income per unit:Basic
                
                $
                0.07
                
                
                $
                0.83Diluted
                
                $
                0.07
                
                
                $
                0.83





See
Accompanying Notes to Condensed Financial Statements.





2
 Index





ALLIANCEBERNSTEINHOLDING L.P.


Condensed
Statements of Cash Flows


(in
thousands)


(unaudited)





Three
      Months Ended March 31,2009
                
                
                2008Cash
      flows from operating activities:Net
      income
                
                $
                6,735
                
                
                $
                72,436Adjustments
      to reconcile net income to net cash used in operating
      activities:Equity
      in net income attributable to AllianceBernstein
Unitholders
                
                
                (12,612
                )
                
                
                (81,997
                )Changes
      in assets and liabilities:Decrease
      in other assets
                
                
                1,387
                
                
                
                703(Increase)
      in due from AllianceBernstein
                
                
                (2,591
                )
                
                
                (2,157
                )(Decrease)
      in payable to AllianceBernstein
                
                
                (4,825
                )
                
                
                (7,460
                )Increase
      in other liabilities
                
                
                4,504
                
                
                
                8,847Net
      cash used in operating activities
                
                
                (7,402
                )
                
                
                (9,628
                )Cash
      flows from investing activities:Investment
      in AllianceBernstein with proceeds from exercise of compensatory options
      to buy Holding Units
                
                
                —
                
                
                
                (4,581
                )Cash
      distributions received from AllianceBernstein
                
                
                34,007
                
                
                
                102,086Net
      cash provided by investing activities
                
                
                34,007
                
                
                
                97,505Cash
      flows from financing activities:Cash
      distributions to unitholders
                
                
                (26,605
                )
                
                
                (92,458
                )Proceeds
      from exercise of compensatory options to buy Holding Units
                
                
                —
                
                
                
                4,581Net
      cash used in financing activities
                
                
                (26,605
                )
                
                
                (87,877
                )Change
      in cash and cash equivalents
                
                
                —
                
                
                
                —Cash
      and cash equivalents as of beginning of period
                
                
                —
                
                
                
                —Cash
      and cash equivalents as of end of period
                
                $
                —
                
                
                $
                —Non-cash
      investing activities:Changes
      in accumulated other comprehensive income
                
                $
                (1,905
                )
                
                $
                2,543Awards
      of Holding Units made by AllianceBernstein under deferred compensation
      plans, net of forfeitures
                
                
                22,980
                
                
                
                71,093Non-cash
      financing activities:Purchases
      of Holding Units by AllianceBernstein to fund deferred compensation plans,
      net of issuances
                
                
                (597
                )
                
                
                (4,855
                )





See
Accompanying Notes to Condensed Financial Statements.





3
 Index





ALLIANCEBERNSTEINHOLDING L.P.


Notes
to Condensed Financial Statements


March
31, 2009


(unaudited)





The
words “we” and “our” refer collectively to AllianceBernstein Holding L.P.
(“Holding”) and AllianceBernstein L.P.  and its subsidiaries
(“AllianceBernstein”), or to their officers and employees. Similarly, the word
“company” refers to both Holding and AllianceBernstein. Where the context
requires distinguishing between Holding and AllianceBernstein, we identify which
of them is being discussed. Cross-references are in italics.





1.
            Business Description and
      Organization





Holding’s
principal source of income and cash flow is attributable to its investment in
AllianceBernstein limited partnership interests. The condensed financial
statements and notes of Holding should be read in conjunction with the condensed
consolidated financial statements and notes of AllianceBernstein included as an
exhibit to this quarterly report on Form 10-Q and with Holding’s and
AllianceBernstein’s audited financial statements included in Holding’s Form 10-K
for the year ended December 31, 2008.





AllianceBernstein
provides research, diversified investment management and related services
globally to a broad range of clients. Its principal services
include:





•
            Institutional Investment Services
      – servicing its institutional clients, including unaffiliated corporate
      and public employee pension funds, endowment funds, domestic and foreign
      institutions and governments, and affiliates such as AXA and certain of
      its insurance company subsidiaries, by means of separately managed
      accounts, sub-advisory relationships, structured products, collective
      investment trusts, mutual funds, hedge funds and other investment
      vehicles.





•
            Retail Services – servicing its
      individual clients, primarily by means of retail mutual funds sponsored by
      AllianceBernstein or an affiliated company, sub-advisory relationships
      with mutual funds sponsored by third parties, separately managed account
      programs sponsored by financial intermediaries worldwide and other
      investment vehicles.





•
            Private Client Services –
      servicing its private clients, including high-net-worth individuals,
      trusts and estates, charitable foundations, partnerships, private and
      family corporations, and other entities, by means of separately managed
      accounts, hedge funds, mutual funds and other investment
      vehicles.





•
            Institutional Research Services –
      servicing its institutional clients seeking independent research,
      portfolio strategy and brokerage-related
  services.





AllianceBernstein
also provides distribution, shareholder servicing and administrative services to
the mutual funds it sponsors.





AllianceBernstein
provides a broad range of services with expertise in:





•
            Value equities, generally
      targeting stocks that are out of favor and that may trade at bargain
      prices;





•
            Growth equities, generally
      targeting stocks with under-appreciated growth
      potential;





•
            Fixed income securities,
      including both taxable and tax-exempt
  securities;





•
            Blend strategies, combining
      style-pure investment components with systematic
      rebalancing;





•
            Passive
      management, including both index and enhanced index
      strategies;





•
            Alternative
      investments, such as hedge funds, currency management strategies and
      venture capital; and





•
            Asset allocation, by which
      AllianceBernstein offers specifically-tailored investment solutions for
      its clients (e.g., customized target-date fund retirement services for
      institutional defined contributionplanclients).





AllianceBernstein
manages these services using various investment disciplines, including market
capitalization (e.g., large-, mid- and small-cap equities), term (e.g., long-,
intermediate- and short-duration debt securities), and geographic location
(e.g., U.S., international, global and emerging markets), as well as local and
regional disciplines in major markets around the world.





AllianceBernstein’s
independent research is the foundation of its business. AllianceBernstein’s
research disciplines include fundamental research, quantitative research,
economic research and currency forecasting capabilities. In addition,
AllianceBernstein has created several specialized research units, including one
unit that examines global strategic changes that can affect multiple industries
and geographies, and another dedicated to identifying potentially successful
innovations within private early-stage growth companies.





4
 Index





As of
March 31, 2009, AXA, a société
anonyme organized under the laws of France and the holding company for an
international group of insurance and related financial services companies, AXA
Financial, Inc. (an indirect wholly-owned subsidiary of AXA, “AXA Financial”),
AXA Equitable Life Insurance Company (a wholly-owned subsidiary of AXA
Financial, “AXA Equitable”), and certain subsidiaries of AXA Financial and AXA,
collectively referred to as “AXA and its subsidiaries”, owned approximately 1.6%
of the issued and outstanding units representing assignments of beneficial
ownership of limited partnership interests in Holding (“Holding
Units”).





As of
March 31, 2009, the ownership structure of AllianceBernstein, expressed as a
percentage of general and limited partnership interests, was as
follows:





AXA
      and its subsidiaries
                
                
                63.7
                %Holding
                
                
                34.3Unaffiliated
      holders
                
                
                2.0100.0
                %





AllianceBernstein
Corporation (an indirect wholly-owned subsidiary of AXA, “General Partner”) is
the general partner of both Holding and AllianceBernstein. AllianceBernstein
Corporation owns 100,000 general partnership units in Holding and a 1% general
partnership interest in AllianceBernstein. Including both the general
partnership and limited partnership interests in Holding and AllianceBernstein,
AXA and its subsidiaries had an approximate 64.3% economic interest in
AllianceBernstein as of March 31, 2009.




On
January 6, 2009, AXA America Holdings, Inc., a wholly-owned subsidiary of AXA,
purchased the remaining 8,160,000 AllianceBernstein Units held by SCB Partners,
Inc. (a wholly-owned subsidiary of SCB Inc., formerly known as Sanford C.
Bernstein Inc.).




2.
            Summary of Significant Accounting
      Policies





Basis
of Presentation





The
interim condensed financial statements of Holding included herein have been
prepared in accordance with the instructions to Form 10-Q pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the interim results, have been
made. The preparation of the condensed financial statements requires management
to make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the condensed financial statements and the reported amounts of
revenues and expenses during the interim reporting periods. Actual results could
differ from those estimates. The December 31, 2008 condensed statement of
financial condition was derived from audited financial statements but does not
include all disclosures required by accounting principles generally accepted in
the United States of America.





Investment
in AllianceBernstein





Holding
records its investment in AllianceBernstein using the equity method of
accounting. Holding’s investment is increased to reflect its proportionate share
of income of AllianceBernstein and decreased to reflect its proportionate share
of losses of AllianceBernstein and cash distributions made by AllianceBernstein
to its unitholders. In addition, Holding’s investment is adjusted to reflect
certain capital transactions of AllianceBernstein.





Cash
Distributions





Holding
is required to distribute all of its Available Cash Flow, as defined in the
Amended and Restated Agreement of Limited Partnership of Holding (“Holding
Partnership Agreement”), to its unitholders pro rata in accordance with
their percentage interests in Holding. Available Cash Flow is defined as the
cash distributions Holding receives from AllianceBernstein minus such amounts as
the General Partner determines, in its sole discretion, should be retained by
Holding for use in its business.





On April
22, 2009, the General Partner declared a distribution of $6.4 million, or $0.07
per unit, representing Available Cash Flow for the three months ended March 31,
2009. Each general partnership unit in Holding is entitled to receive
distributions equal to those received by each Holding Unit. The distribution is
payable on May 14, 2009 to holders of record at the close of business on May 4,
2009.





5
 Index





Compensatory
Option Plans




AllianceBernstein
maintains certain compensation plans under which options to buy Holding Units
have been, or may be, granted to employees of AllianceBernstein and independent
directors of the General Partner. In accordance with Statement of Financial
Accounting Standards No. 123 (revised 2004), (“SFAS No. 123-R”), “Share Based Payment”,
AllianceBernstein recognizes compensation expense related to grants of
compensatory options in its financial statements. Under the fair value method,
compensatory expense is measured at the grant date based on the estimated fair
value of the award (determined using the Black-Scholes option valuation model)
and is recognized ratably over the vesting period. Holding exchanges the
proceeds from exercises of Holding Unit options for AllianceBernstein Units and
thereby increases its investment in AllianceBernstein.





3.
            Net Income Per
      Unit





Basic net
income per unit is derived by dividing net income by the basic weighted average
number of units outstanding for each period. Diluted net income per unit is
derived by adjusting net income for the assumed dilutive effect of compensatory
options (“Net income – diluted”) and dividing by the diluted weighted average
number of units outstanding for each period.





Three
      Months Ended March 31,2009
                
                
                2008(in
      thousands, except per unit amounts)Net
      income – basic
                
                $
                6,735
                
                
                $
                72,436Additional
      allocation of equity in net income attributable to AllianceBernstein
      resulting from assumed dilutive effect of compensatory
    options
                
                
                —
                
                
                
                170Net
      income – diluted
                
                $
                6,735
                
                
                $
                72,606Weighted
      average units outstanding - basic
                
                
                91,538
                
                
                
                87,233Dilutive
      effect of compensatory options
                
                
                —
                
                
                
                316Weighted
      average units outstanding - diluted
                
                
                91,538
                
                
                
                87,549Basic
      net income per unit
                
                $
                0.07
                
                
                $
                0.83Diluted
      net income per unit
                
                $
                0.07
                
                
                $
                0.83





As of
March 31, 2009 and 2008, we excluded, respectively, 12,822,155 and 3,667,552
out-of-the-money options (i.e., options with an exercise price greater than the
weighted average closing price of a unit for the relevant period) from the
diluted net income per unit computation due to their anti-dilutive
effect.





4.
            Investment in
      AllianceBernstein





Changes
in Holding’s investment in AllianceBernstein for the three-month period ended
March 31, 2009 were as follows (in thousands):





Investment
      in AllianceBernstein as of December 31, 2008
                
                $
                1,600,045Equity
      in net income attributable to AllianceBernstein
Unitholders
                
                
                12,612Changes
      in accumulated other comprehensive income
                
                
                (1,905
                )Cash
      distributions received from AllianceBernstein
                
                
                (34,007
                )Purchases
      of Holding Units by AllianceBernstein to fund deferred compensation plans,
      net of issuances
                
                
                (597
                )Awards
      of Holding Units made by AllianceBernstein under deferred compensations
      plans, net of forfeitures
                
                
                22,980Investment
      in AllianceBernstein as of March 31, 2009
                
                $
                1,599,128





6
 Index





5.
            Units
      Outstanding





The
following table summarizes the activity in Holding Units:





Outstanding
      as of December 31, 2008
                
                
                90,323,767Options
      exercised
                
                
                —Units
      issued
                
                
                1,587,114Units
      awarded
                
                
                46,163Units
      forfeited
                
                
                (868
                )Outstanding
      as of March 31, 2009
                
                
                91,956,176





Units
issued pertain to Holding Units issued by AllianceBernstein to fund deferred
compensation plan elections by participants. Units awarded and units forfeited
pertain to restricted unit awards to independent members of the Board of
Directors and to Century Club Plan unit awards to AllianceBernstein employees
whose primary responsibilities are to assist in the distribution of
company-sponsored mutual funds and who meet certain sales targets.





6.
            Income
    Taxes





Holding
is a publicly-traded partnership for federal tax purposes and, accordingly, is
not subject to federal or state corporate income taxes. However, Holding is
subject to the 4.0% New York City unincorporated business tax (“UBT”), net of
credits for UBT paid by AllianceBernstein, and to a 3.5% federal tax on
partnership gross income from the active conduct of a trade or business.
Holding’s partnership gross income is derived from its interest in
AllianceBernstein.





In order
to preserve Holding’s status as a “grandfathered” publicly-traded partnership
for federal income tax purposes, management ensures that Holding does not
directly or indirectly (through AllianceBernstein) enter into a substantial new
line of business. If Holding were to lose its status as a grandfathered
publicly-traded partnership, it would be subject to corporate income tax, which
would reduce materially Holding’s net income and its quarterly distributions to
Holding unitholders.





7.
            Commitments and
      Contingencies





Legal and
regulatory matters described below pertain to AllianceBernstein and are included
here due to their potential significance to Holding’s investment in
AllianceBernstein.





With
respect to all significant litigation matters, we consider the likelihood of a
negative outcome. If we determine the likelihood of a negative outcome is
probable, and the amount of the loss can be reasonably estimated, we record an
estimated loss for the expected outcome of the litigation as required by
Statement of Financial Accounting Standards No. 5, “Accounting for
Contingencies”, and FASB Interpretation No. 14, “Reasonable Estimation of the Amount
of a Loss – an interpretation of FASB Statement No. 5”. If the likelihood
of a negative outcome is reasonably possible and we are able to determine an
estimate of the possible loss or range of loss, we disclose that fact together
with the estimate of the possible loss or range of loss. However, it may be
difficult to predict the outcome or estimate a possible loss or range of loss
because litigation is subject to inherent uncertainties, particularly when
plaintiffs allege substantial or indeterminate damages, or when the litigation
is highly complex or broad in scope. In such cases, we disclose that we are
unable to predict the outcome or estimate a possible loss or range of
loss.





On
October 2, 2003, a purported class action complaint
entitled Hindo, et al. v.
AllianceBernstein Growth& Income Fund, et al.
(“Hindo Complaint”) was filed against, among others, AllianceBernstein, Holding
and the General Partner. The Hindo Complaint alleges that certain defendants
failed to disclose that they improperly allowed certain hedge funds and other
unidentified parties to engage in “late trading” and “market timing” of certain
of our U.S. mutual fund securities, violating various securities
laws.





Following
October 2, 2003, additional lawsuits making factual allegations generally
similar to those in the Hindo Complaint were filed in various federal and state
courts against AllianceBernstein and certain other defendants. On
September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Holding; and claims
brought under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) by participants in the Profit Sharing Plan for Employees of
AllianceBernstein.





On
April 21, 2006, AllianceBernstein and attorneys for the plaintiffs in the
mutual fund shareholder claims, mutual fund derivative claims and ERISA claims
entered into a confidential memorandum of understanding containing their
agreement to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date. The settlement amount ($30 million), which we previously expensed and
disclosed, has been disbursed. The derivative claims brought on behalf of
Holding, in which plaintiffs seek an unspecified amount of damages, remain
pending.





7
 Index





We intend
to vigorously defend against the lawsuit involving derivative claims brought on
behalf of Holding. At the present time, we are unable to predict the outcome or
estimate a possible loss or range of loss in respect of this matter because of
the inherent uncertainty regarding the outcome of complex litigation, and the
fact that the plaintiffs did not specify an amount of damages sought in their
complaint.





We are
involved in various other matters, including regulatory inquiries,
administrative proceedings and litigation, some of which allege material
damages. While any inquiry, proceeding or litigation has the element of
uncertainty, management believes that the outcome of any one of the other
regulatory inquiries, administrative proceedings, lawsuits or claims that is
pending or threatened, or all of them combined, will not have a material adverse
effect on our results of operations or financial condition.




8.
            Comprehensive
      Income




Partners’
capital is adjusted to reflect certain capital transactions of
AllianceBernstein. Comprehensive income consisted of:





Three
      Months Ended March 31,2009
                      
                      2008(in
      thousands)Net
      income
                      
                      $
                      6,735
                      
                      
                      $
                      72,436Other
      comprehensive income (loss), net of tax:Unrealized
      gains (losses) on investments
                      
                      
                      172
                      
                      
                      
                      (997
                      )Foreign
      currency translation adjustment
                      
                      
                      (2,016
                      )
                      
                      
                      3,583Changes
      in retirement plan related items
                      
                      
                      (61
                      )
                      
                      
                      (43
                      )(1,905
                      )
                      
                      
                      2,543Comprehensive
      income
                      
                      $
                      4,830
                      
                      
                      $
                      74,979





8
 Index





Reportof
Independent Registered Public Accounting Firm





To the
General Partner and Unitholders


AllianceBernstein
Holding L.P.





We have
reviewed the accompanying condensed statement of financial condition of
AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) as of March 31,
2009, the related condensed statements of income for the three-month periods
ended March 31, 2009 and 2008, and the condensed statements of cash flows for
the three-month periods ended March 31, 2009 and 2008. These interim financial
statements are the responsibility of the management of AllianceBernstein
Corporation, the General Partner.





We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.





Based on
our review, we are not aware of any material modifications that should be made
to the accompanying condensedinterim financial
statementsfor them
to be in conformity with accounting principles generally accepted in the United
States of America.





We
previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the statement of financial condition
as of December 31, 2008, and the related statements of income, of changes in
partners’ capital and comprehensive income, and of cash flows for the year then
ended (not presented herein), and in our report dated February 20, 2009, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed statement of financial
condition as of December 31, 2008 is fairly stated in all material respects in
relation to the statement of financial condition from which it has been
derived.








/s/
      PricewaterhouseCoopers LLPNew
      York, New YorkMay
      8, 2009





9
 Index





Item2.    Management’s Discussion and
Analysis of Financial Condition and Results of Operations




Holding’s
principal source of income and cash flow is attributable to its investment in
AllianceBernstein limited partnership interests. The Holding interim condensed
financial statements and notes and management’s discussion and analysis of
financial condition and results of operations (“MD&A”) should be read in
conjunction with those of AllianceBernstein included as an exhibit to this Form
10-Q. They should also be read in conjunction with AllianceBernstein’s audited
financial statements and notes and MD&A included in Holding’s Form 10-K for
the year ended December 31, 2008.




Results
of Operations





Three
      Months Ended March 31,2009
                          
                          2008
                          
                          
                          %
      Change(in
      millions, except per unit amounts)Net
      income attributable to AllianceBernstein Unitholders
                          
                          $
                          36.9
                          
                          
                          $
                          247.4
                          
                          
                          
                          (85.1
                          )%Weighted
      average equity ownership interest
                          
                          
                          34.2
                          %
                          
                          
                          33.1
                          %Equity
      in net income attributable to AllianceBernstein
Unitholders
                          
                          $
                          12.6
                          
                          
                          $
                          82.0
                          
                          
                          
                          (84.6
                          )Net
      income of Holding
                          
                          $
                          6.7
                          
                          
                          $
                          72.4
                          
                          
                          
                          (90.7
                          )Diluted
      net income per Holding Unit
                          
                          $
                          0.07
                          
                          
                          $
                          0.83
                          
                          
                          
                          (91.6
                          )Distribution
      per Holding Unit
                          
                          $
                          0.07
                          
                          
                          $
                          0.83
                          
                          
                          
                          (91.6
                          )




Net
income for the three months ended March 31, 2009 decreased $65.7 million to $6.7
million from net income of $72.4 million for the three months ended March 31,
2008. The decrease reflects lower equity in net income attributable to
AllianceBernstein Unitholders. See AllianceBernstein’s MD&A
contained in Exhibit 99.1.




Capital
Resources and Liquidity




The
following table identifies selected items relating to capital resources and
liquidity:





Three
      Months Ended March 31,2009
                
                
                2008
                
                
                %
      Change(in
      millions)Partners’
      capital, as of March 31
                
                $
                1,596.8
                
                
                $
                1,620.8
                
                
                
                (1.5
                )%Distributions
      received from AllianceBernstein
                
                
                34.0
                
                
                
                102.1
                
                
                
                (66.7
                )Distributions
      paid to unitholders
                
                
                (26.6
                )
                
                
                (92.5
                )
                
                
                (71.2
                )Proceeds
      from exercise of compensatory options to buy Holding Units
                
                
                —
                
                
                
                4.6
                
                
                
                (100.0
                )Investment
      in AllianceBernstein with proceeds from exercise of compensatory options
      to buy Holding Units
                
                
                —
                
                
                
                (4.6
                )
                
                
                (100.0
                )Purchases
      of Holding Units by AllianceBernstein to fund deferred compensation plans,
      net of issuances
                
                
                (0.6
                )
                
                
                (4.9
                )
                
                
                (87.7
                )Awards
      of Holding Units made by AllianceBernstein under deferred compensation
      plans, net of forfeitures
                
                
                23.0
                
                
                
                71.1
                
                
                
                (67.7
                )Available
      Cash Flow
                
                
                6.4
                
                
                
                72.5
                
                
                
                (91.1
                )





Cash and
cash equivalents were zero as of March 31, 2009 and 2008.  Cash
inflows from AllianceBernstein distributions received were offset by cash
distributions paid to unitholders and income taxes paid. Holding is required to
distribute all of its Available Cash Flow, as defined in the Holding Partnership
Agreement, to its unitholders (including the General Partner). Management
believes that the cash flow realized from its investment in AllianceBernstein
will provide Holding with the resources to meet its financial obligations. See Note 2 to the condensed
financial statements contained in Item 1for a description of
Available Cash Flow.




Commitments
and Contingencies





See Note 7 to the condensed
financial statements contained in Item 1.





10
 Index





CAUTIONS
REGARDING FORWARD-LOOKING STATEMENTS




Certain
statements provided by management in this report and in the portion of
AllianceBernstein’s Form 10-Q attached hereto as Exhibit 99.1 are
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. The most significant of these factors include, but are not limited
to, the following: the performance of financial markets, the investment
performance of sponsored investment products and separately managed accounts,
general economic conditions, industry trends, future acquisitions, competitive
conditions and government regulations, including changes in tax regulations and
rates and the manner in which the earnings of publicly-traded partnerships are
taxed. We caution readers to carefully consider such factors. Further, such
forward-looking statements speak only as of the date on which such statements
are made; we undertake no obligation to update any forward-looking statements to
reflect events or circumstances after the date of such statements. For further
information regarding these forward-looking statements and the factors that
could cause actual results to differ,see “Risk Factors” in Part I, Item
1A of our Form 10-K for the year ended December 31, 2008 and Part II, Item
1Ain this
Form 10-Q. Any or all of the forward-looking statements that we make in this
Form 10-Q, other documents we file with or furnish to the SEC, and any other
public statements we issue, may turn out to be wrong. It is important to
remember that other factors besides those listed in “Risk Factors” and those
listed below could also adversely affect our revenues, financial condition,
results of operations and business prospects.




The
forward-looking statements referred to in the preceding paragraph include
statements regarding:




•
            Our backlog of new
      institutional mandates not yet funded:Before they are
      funded, institutional mandates do not represent legally binding
      commitments to fund and, accordingly, the possibility exists that not all
      mandates will be funded in the amounts and at the times we currently
      anticipate.




•
            The possibility that
      prolonged weakness in asset values may result in impairment of goodwill,
      intangible assets and the deferred sales commission asset: To the
      extent that securities valuations remain depressed for prolonged periods
      of time and market conditions stagnate or worsen, our assets under
      management, revenues, profitability and unit price may be adversely
      affected. As a result, subsequent impairment tests may be based upon
      different assumptions and future cash flow projections which may result in
      an impairment of goodwill, intangible assets and the deferred sales
      commission asset.




•
            The cash flow Holding
      realizes from its investment in AllianceBernstein providing Holding with
      the resources necessary to meet its financial obligations:
      Holding’s cash flow is dependent on the quarterly cash distributions it
      receives from AllianceBernstein. Accordingly, Holding’s ability to meet
      its financial obligations is dependent on AllianceBernstein’s cash flow
      from its operations, which is subject to the performance of the capital
      markets and other factors beyond our
control.




•
            Our solid financial
      foundation and access to public and private debt providing adequate
      liquidity for our generalbusiness needs:
      Our solid financial foundation is dependent on our cash flow from
      operations, which is subject to the performance of the capital
      markets, our ability to maintain and grow our assets under management and
      other factors beyond our control. Our access to public and private
      debt, as well as the market for debt or equity we may choose to
      issue, may be limited by adverse market conditions, our profitability and
      changes in government regulations, including tax rates and interest
      rates.




•
            The outcome of
      litigation: Litigation is inherently unpredictable, and excessive
      damage awards do occur. Though we have stated that we do not expect
      certain legal proceedings to have a material adverse effect on our results
      of operations or financial condition, any settlement or judgment with
      respect to a legal proceeding could be significant, and could have a
      material adverse effect on our results of operations or financial
      condition.




•
            Our expectation that,
      when a sustained market recovery occurs, the potential for outsized
      investment returns that hasbeen building should
      begin to be realized: Historical performance is not necessarily
      indicative of future results or market movements. The actual performance
      of the capital markets and other factors beyond our control will affect
      our investment success for clients and asset
  flows.




•
            Ourexpectation that our
      lower expense base can support substantial future growth of our clients’
      AUM, thus providing strong positive operating and financial
      leverage: Unanticipated events and factors may cause us to expand
      our expense base, thus limiting the extent to which we benefit
      from any positive leverage.





OTHER
INFORMATION




With
respect to the unaudited condensed interim financial information of Holding for
the three months ended March 31, 2009, included in this quarterly report on Form
10-Q, PricewaterhouseCoopers LLP reported that they have applied limited
procedures in accordance with professional standards for a review of such
information.  However, their separate report dated May 8, 2009
appearing herein states that they did not audit and they do not express an
opinion on the unaudited condensed interim financial information. Accordingly,
the degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933, as amended (“Securities Act”) for their report
on the unaudited condensed interim financial information because that report is
not a “report” or a “part” of registration statements prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act.





11
 Index





Item3.Quantitative
and Qualitative Disclosures About Market Risk




There
have been no material changes to Holding’s market risk for the quarter ended
March 31, 2009.




Item4.Controls
and Procedures




Disclosure
Controls and Procedures




Holding
and AllianceBernstein each maintains a system of disclosure controls and
procedures that is designed to ensure that information required to be disclosed
in our reports under the Securities Exchange Act of 1934, as amended, is (i)
recorded, processed, summarized and reported in a timely manner, and (ii)
accumulated and communicated to management, including the Chief Executive
Officer and the Chief Financial Officer, to permit timely decisions regarding
our disclosure.




As of the
end of the period covered by this report, management carried out an evaluation,
under the supervision and with the participation of the Chief Executive Officer
and the Chief Financial Officer, of the effectiveness of the design and
operation of the disclosure controls and procedures. Based on this evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that the
disclosure controls and procedures are effective.




Changes
in Internal Control over Financial Reporting




No change
in our internal control over financial reporting occurred during the first
quarter of 2009 that materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





12
 Index





Part
II





OTHER
INFORMATION





Item
      1.
            Legal
      Proceedings





See Note 7 to the condensed
financial statements contained in Part I, Item 1.





Item
      1A.
            Risk
      Factors





In
addition to the information set forth in this report, please consider carefully
“Risk Factors” in Part I, Item
1Aofour
Form 10-K for the year ended December 31, 2008.  Such
factors could materially affect our revenues, financial condition, results of
operations and business prospects. See also our cautions regarding
forward-looking statements in Part I, Item 2.





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
  Proceeds




There
were no Holding Units sold by Holding in the period covered by this report that
were not registered under the Securities Act.





The
following table provides information relating to any purchases of Holding Units
by AllianceBernstein made in the quarter covered by this report:




ISSUER
PURCHASES OF EQUITY SECURITIES





Period
                      
                      (a)
                        Total
      Number
                        of
      Units
                        Purchased
                      
                      
                      (b)
                        Average
      Price
                        Paid
                        Per
      Unit, net of
                        Commissions
                      
                      
                      (c)
                        Total
      Number of
                        Units
      Purchased as
                        Part
      of Publicly
                        Announced
      Plans
                        or
      Programs
                      
                      
                      (d)
                        Maximum
      Number
                        (or
      Approximate
                        Dollar
      Value) of
                        Units
      that May Yet
                        Be
      Purchased Under
                        the
      Plans or
                        Programs1/1/09
      - 1/31/09
                      
                      
                      53,795
                      
                      
                      $
                      17.08
                      
                      
                      
                      —
                      
                      
                      
                      —2/1/09
      - 2/28/09
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —3/1/09
      - 3/31/09
                      
                      
                      5,379
                      
                      
                      
                      12.23
                      
                      
                      
                      —
                      
                      
                      
                      —Total
                      
                      
                      59,174
                      
                      
                      $
                      16.64
                      
                      
                      
                      —
                      
                      
                      
                      —




All
Holding Units were purchased from employees to allow them to fulfill statutory
withholding tax requirements at the time of distribution of deferred
compensation awards.





Item
      3.
            Defaults
      Upon Senior Securities





None.





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders





None.





Item
      5.
            Other
      Information





None.





13
 Index





Item
      6.
            Exhibits




15.1
                                Letter
      from PricewaterhouseCoopers LLP, our independent registered public
      accounting firm, regarding unaudited interim financial
      information.31.1
                                Certification
      of Mr. Kraus furnished pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.31.2
                                Certification
      of Mr. Joseph furnished pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.32.1
                                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 2002.32.2
                                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 2002.99.1
                                Part
      I, Items 1 through 4 of the AllianceBernstein L.P. Quarterly Report on
      Form 10-Q for the quarter ended March 31,
2009.




14
 Index





SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.








Date:
      May 8, 2009
                AllianceBernsteinHolding
      l.p.By:
                /s/
      Robert H. Joseph, Jr.Robert
      H. Joseph, Jr.Senior
      Vice President and Chief Financial
Officer






15