SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 4)*

AllianceBernstein L.P.
(Name of Issuer)

Units of Limited Partnership Interest
(Title of Class of Securities)

     Not Applicable     
(CUSIP Number)

Gerald M. Lieberman
SCB Partners Inc.
50 Main Street, Suite 1000
White Plains, New York 10606
(914) 682-6802

With copies to:
Donald C. Walkovik, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

---

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 23, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g),
check the following box. [_]

Note:

Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 6 Pages)

CUSIP NO. N/A

13D

Page 2 of 6

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS       SCB Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  [_] (b)  [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS       OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    8,160,000    (all of the foregoing indirectly through SCB Partners Inc.)
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER    8,160,000    (all of the foregoing indrectly through SCB Partners Inc.)
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    8,160,000    (all of the foregoing indirectly through SCB Partners Inc.)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       3.2%

14	TYPE OF REPORTING PERSON       HC, CO

CUSIP NO. N/A

13D

Page 3 of 6

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS       SCB Partners Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  [_] (b)  [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS       OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION       New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    8,160,000
	8	SHARED VOTING POWER
	9	SOLE DISPOSITIVE POWER    8,160,000
	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    8,160,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       3.2%

14	TYPE OF REPORTING PERSON       CO

CUSIP No. N/A

13D

Page 4 of 6

        SCB Inc., a Delaware corporation (“SCB”), and SCB Partners Inc., a New York corporation and wholly-owned subsidiary of SCB (“Partners” and, together with SCB, the “Reporting Persons”), hereby amend their Statement on Schedule 13D filed with respect to the Units of Limited Partnership Interest (the “Units”) of AllianceBernstein L.P., a Delaware limited partnership (f/k/a Alliance Capital Management L.P.) (the “Issuer”). This Amendment No. 4 to Schedule 13D of the Reporting Persons amends the Statement on Schedule 13D of the Reporting Persons filed on October 12, 2000 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to the Initial Schedule 13D filed on November 25, 2002 (“Amendment No. 1”), Amendment No. 2 to the Initial Schedule 13D, as amended by Amendment No. 1, filed on March 9, 2004 (“Amendment No. 2”) and Amendment No. 3 to the Initial Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2, filed on December 23, 2004 (“Amendment No. 3"; the Initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”), only with respect to those items listed below. Capitalized terms used herein but not defined have the meanings ascribed to them in the Schedule 13D.

        All references in the Schedule 13D to “Holding” or “Alliance Capital Management Holding L.P.” are to AllianceBernstein Holding L.P. (“Holding”) and reflect the fact that Holding changed its name from “Alliance Capital Management Holding L.P.” to “AllianceBernstein Holding L.P.” effective February 24, 2006. Similarly, effective February 24, 2006, the Issuer changed its name from “Alliance Capital Management L.P.” to “AllianceBernstein L.P.”

Item 5.   Interest In Securities Of The Issuer.

        Item 5 is hereby amended by deleting paragraphs a, b, c and e and replacing them in their entirety with the following:

        (a) and (b).

        At the close of business on February 23, 2007, Partners owned directly 8,160,000 Units. Based on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, there were 258,118,632 Units outstanding. Accordingly, Partners may be deemed to beneficially own 3.2% of the total number of the outstanding Units.

        Partners, a wholly-owned subsidiary of SCB, has the sole power to vote, or direct the vote, and the sole power to dispose of, or to direct the disposition of, its 8,160,000 Units. SCB does not directly beneficially own any Units.

        Except as set forth herein, neither SCB nor Partners, and to the best knowledge of each of SCB and Partners, none of the persons listed in Appendix A hereto, owns any Units.

        (c).

        On February 8, 2007, SCB and Partners delivered a notice to AXA Financial, Inc. (“AXA Financial”) and the Issuer exercising Partners’ right to sell 8,160,000 Units (the “Exercised Units”) to AXA Financial (or its designee) pursuant to the purchase agreement, dated as of June 20, 2000 (the “Purchase Agreement”), among AXA Financial, the Issuer and SCB, the terms of which are further described in Item 6 of the Schedule 13D. On February 20, 2007, AXA Financial notified Partners that the settlement date for the purchase of the Exercised Units would be February 23, 2007 and that the Exercised Units would be purchased by AXA Financial. On February 23, 2007, the sale of the Exercised Units to AXA Financial pursuant to the Purchase Agreement was consummated. The purchase price of each Exercised Unit sold to AXA Financial was $91.385, which was determined by averaging the closing prices of a Holding Unit as quoted on the NYSE Composite Transactions Tape for the ten trading days ending on the fifth trading day following February 8, 2007.

        Except as set forth herein, during the last 60 days, no transactions in the Units were effected by SCB, Partners, or to the best knowledge of each of SCB and Partners, by any of the persons listed in Appendix A hereto.

CUSIP No. N/A

13D

Page 5 of 6

        (e).

        After giving effect to the sale of the Exercised Units to AXA Financial on February 23, 2007, each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the total number of the outstanding Units for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Accordingly, this is the final amendment by the Reporting Persons to the Schedule 13D, as amended by this Amendment No. 4.

APPENDIX A

        Appendix A is hereby amended as follows:

        With respect to Lewis A. Sanders, by deleting the text under the heading “Principal Occupation/Employment” and replacing it in its entirety with “Chairman; Chief Executive Officer; Chairman of the Executive Committee; Member of the Compensation Committee and Corporate Governance Committee**".

        With respect to Roger Hertog, by deleting the text under the heading “Principal Occupation/Employment” and replacing it in its entirety with “Vice Chairman Emeritus**".

        With respect to Marilyn G. Fedak, by deleting “Member of the Executive Committee” under the heading “Principal Occupation/Employment” and replacing it with “Head of Global Value Equities**".

        With respect to Thomas S. Hexner, by deleting “Member of the Executive Committee” under the heading “Principal Occupation/Employment” and replacing it with “Head of Bernstein Global Wealth Management**".

        With respect to Marc O. Mayer, by deleting “Member of the Executive Committee” under the heading “Principal Occupation/Employment” and replacing it with “Executive Managing Director of AllianceBernstein Investments, Inc.**"

        With respect to Arthur W. Fried, by deleting the text under the heading “Principal Occupation/Employment” and replacing it in its entirety with the following:

"Chairman Avi Chai Foundation 1015 Park Avenue New York, New York 10028".

        With respect to Gerald M. Lieberman, by deleting “Executive Vice President, Finance and Operations” and replacing it with “President and Chief Operating Officer.”

CUSIP No. N/A

13D

Page 6 of 6

SIGNATURE

        After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in the statement is true, complete and correct.

DATED: February 27, 2007

	SCB INC.
	By:	/s/ Gerald M. Lieberman
		Name: Title:	Gerald M. Lieberman Senior Vice President

	SCB PARTNERS INC.
	By:	/s/ Gerald M. Lieberman
		Name: Title:	Gerald M. Lieberman Senior Vice President