SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FINAXA ET AL (Last) (First) (Middle) 23, AVENUE MATIGNON (Street) PARIS I0 75008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ALLIANCE CAPITAL MANAGEMENT L P [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Filed by mult. reporting pers.
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Units of Limited Partnership Interest								32,699,154	I(10)	See notes(4)(5)(6)(7)(10)
Units of Limited Partnership Interest								66,220,822	I(1)	See notes(1)(4)(5)(6)(7)
Units of Limited Partnership Interest	12/07/2004(8)(9)		J(8)(9)		8,160,000	A	(8)(9)	49,040,637	I(2)	See notes(2)(4)(5)(6)(7)(8)(9)
Units of Limited Partnership Interest								5,219,396	I(3)	See notes(3)(4)(5)(6)(7)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* FINAXA ET AL (Last) (First) (Middle) 23, AVENUE MATIGNON (Street) PARIS I0 75008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Filed by mult. reporting pers.

1. Name and Address of Reporting Person* BEBEAR CLAUDE (Last) (First) (Middle) 25, AVENUE MATIGNON (Street) PARIS I0 75008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Filed by mult. reporting pers.

1. Name and Address of Reporting Person* CASTRIES HENRI DE (Last) (First) (Middle) 25, AVENUE MATIGNON (Street) PARIS I0 75008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Filed by mult. reporting pers.

1. Name and Address of Reporting Person* COLLOCH FRANCOISE (Last) (First) (Middle) 25, AVENUE MATIGNON (Street) PARIS I0 75008 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Filed by mult. reporting pers.

Explanation of Responses:

1. These securities are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").

2. Reflects 40,880,637 units ("Capital Units") of limited partnership interest in Alliance Capital Management L.P. ("Capital") currently directly owned by ECMC, LLC ("ECMC"), an indirect wholly-owned subsidiary of AXA Financial, as well as an additional 8,160,000 Capital Units that ECMC or other AXA Financial designee(s) will be expected to own directly upon settlement of the transaction described in footnotes (8) and (9) that is the subject of this Form 4.

3. These securities are directly owned by AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial.

4. AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of November 2004, the Mutuelles AXA, as a group, directly and indirectly (through Finaxa) owned approximately 20.5% of the issued ordinary shares (representing approximately 32.7% of the voting power) of AXA. The Mutuelles AXA, Finaxa and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

5. AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the indirect beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights with respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

6. In addition to the Capital Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding") as follows. As of December 7, 2004, ACMC beneficially owned directly 722,178 Holding Units, ECMC beneficially owned directly 722,178 Holding Units and AXA Equitable did not beneficially own directly any Holding Units. Equitable Holdings, LLC wholly owns Alliance Capital Management Corporation, the general partner of both Capital and Holding. As of December 7, 2004, Holding owned 80,411,756 Capital Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units.

7. The Capital Units are highly illiquid, and the ability of a holder of Capital Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of Capital Units will be allowed only with the written consent of both AXA Equitable and the general partner of Capital. AXA Equitable and the general partner of Capital have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations.

8. AXA Financial entered into a purchase agreement with Sanford C. Bernstein Inc. ("SCB") and Capital, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of Capital's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase Capital Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Capital Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Capital Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances.

9. On December 7, 2004, SCB delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 Capital Units to AXA Financial (or its designee) under the Purchase Agreement. As provided in the Purchase Agreement, the purchase price for each of the Capital Units whose acquisition is being reported in this Form 4 will be the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 14, 2004, the fifth trading day following the December 7, 2004 exercise date. While the purchase price will not be determined until December 14, 2004, and the settlement date will be subsequent to that date, the Reporting Persons are filing this form to report AXA Financial's receipt, on December 7, 2004, of SCB's notice of exercise of its right to sell.

10. These Capital Units are directly owned by AXA Financial.

Remarks:

This is one of two Forms 4 reporting this transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today.

	Alvin H. Fenichel (See Attachment A)	12/09/2004
	** Signature of Reporting Person	Date
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