July 20, 2006

Mail Stop 4561

By U.S. Mail and facsimile to (212) 969-2386

Robert H. Joseph, Jr.
Senior Vice President and Chief Financial Officer
AllianceBernstein Holding L.P.
1345 Avenue of the Americas
New York, New York 10105


Re:	AllianceBernstein Holding L.P.
	Form 10-K filed February 24, 2006
	File No. 001-09818

Dear Mr. Joseph:

	We have reviewed your response letter dated June 9, 2006 and
have the following comments.  Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

      To the extent the following comments are applicable to
AllianceBerstein L.P., File Number 000-29961, they should be
considered with respect to future revisions to their filings with
the
Commission.











Form 10-K for the period ended December 31, 2005

Financial Statements of AllianceBernstein L.P. and Subsidiaries

1. We refer to your response to Comment 1.  Please discuss in MD&A
in
your next Form 10-Q for the period ended June 30, 2006 the
following:

* how management gathers and analyzes its costs for decision
making
consistent with the recurring expenses recorded in the income
statement;

* how the expense classifications recorded in the income statement
directly support the revenue streams reported as recurring
revenues
of core operations; and

* why the Company considers the single-step income statement
provides
more useful information to investors that a multiple-step
presentation under Rule 5-03 of Regulation S-X that includes
separate
disclosure of cost of services and non operating revenue and
expenses.

2. We refer to your response to comment 2 and to the analysis of
"Other revenues, net" and "Other expenses" in Attachment 1.  In
your
next Form 10-Q for the period ended June 30, 2006 please revise
the
statement of income to reclassify gains on dispositions as non-
operating income considering the assets generating these cash
flows
are no longer in the control of the Company`s and are not part of
its
future revenue generating core operations.

*	*	*


















Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with any amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing any amendment and responses to our comments.

      You may contact Edwin Adames (Senior Staff Accountant) at
(202)
551-3447 or me at  (202) 551-3447 if your have any questions
regarding these comments.


						Sincerely,



						Donald A. Walker
						Senior Assistant Chief Accountant
AllianceBernstein Holding L.P.
Robert H. Joseph, Jr.
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