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 representing assignments of beneficial ownership of limited partnership interests (the “Holding Units”) in AllianceBernstein Holding L.P., a Delaware limited partnership (f/k/a Alliance Capital Management Holding L.P.) (the “Issuer”). This Amendment No. 5 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”), 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”) and Amendment No. 4 to the Initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, filed on February 27, 2007 (“Amendment No. 4”; the Initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, 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 “Alliance” or “Alliance Capital Management L.P.” are to AllianceBernstein L.P. (“AllianceBernstein”) and reflect the fact that Alliance Bernstein changed its name from “Alliance Capital Management L.P.” to “AllianceBernstein L.P.” effective February 24, 2006. Similarly, effective February 24, 2006, the Issuer changed its name from “Alliance Capital Management Holding L.P.” to “AllianceBernstein Holding L.P.”

Item 5. Interest In Securities Of The Issuer.

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

          (a) and (b).

          At the close of business on January 6, 2009, Partners had disposed of all remaining units of limited partnership interest (“AB Units”) of AllianceBernstein previously held by it.

          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 AB Units or any Holding Units, other than (a) Michael L. Goldstein, who may be deemed to directly beneficially own 21,765 Holding Units, (b) Marc O. Mayer, who may be deemed to directly beneficially own 12,570 Holding Units and who holds a notional interest in 56,896 Holding Units held in trust for the benefit of AllianceBernstein employee deferred compensation plans (“Trust”), (c) Thomas S. Hexner, who may be deemed to directly beneficially own 69,003 Holding Units and who holds a notional interest in 5,964 Holding Units through the Trust, (d) Gerald M. Lieberman, who may be deemed to directly beneficially own 177,387 Holding Units (which includes 80,000 Holding Units he has the right to acquire within the next 60 days under option plans) and who holds a notional interest in 41,357 Holding Units through the Trust and (e) Lewis A. Sanders, who may be deemed to directly beneficially own 198,071 Holding Units and who holds a notional interest in 66,024 Holding Units through the Trust. Mr. Goldstein has sole voting and dispositive power with respect to 21,765 Holding Units. Mr. Mayer has sole voting and dispositive power with respect to 12,570 Holding Units. Mr. Hexner has sole voting and dispositive power with respect to 69,003 Holding Units. Mr. Lieberman has sole voting and dispositive power with respect to 177,387 Holding Units. Mr. Sanders has sole voting and dispositive power with respect to 198,071 Holding Units.