UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

[ ] 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. 1-11166

	AXA Financial, Inc.
	(Exact name of registrant as specified in its charter)

	Delaware		13-3623351
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

1290 Avenue of the Americas, New York, New York		10104
(Address of principal executive offices)		(Zip Code)

	(212) 554-1234
	(Registrant’s telephone number, including area code)

	Not applicable
	(Former name, former address, and former fiscal year if changed since last report.)

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

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

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.

Large accelerated filer	o			Accelerated filer o
Non-accelerated filer	x	(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

As of August 11, 2011, 436,192,949 shares of the registrant’s Common Stock were outstanding.

AXA FINANCIAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)
	· Consolidated Balance Sheets, June 30, 2011 and December 31, 2010	4
	· Consolidated Statements of Earnings (Loss), Three Months and Six Months Ended June 30, 2011 and 2010	6
	· Consolidated Statements of Equity, Six Months Ended June 30, 2011 and 2010	7
	· Consolidated Statements of Cash Flows, Six Months Ended June 30, 2011 and 2010	8
	· Notes to Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	90

Item 4.	Controls and Procedures	90

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	91

Item 1A.	Risk Factors	91

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	91

Item 3.	Defaults Upon Senior Securities	91

Item 4.	(Removed and Reserved)	91

Item 5.	Other Information	91

Item 6.	Exhibits	91

SIGNATURES		92

FORWARD-LOOKING STATEMENTS

Certain of the statements included or incorporated by reference in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon AXA Financial and its subsidiaries. There can be no assurance that future developments affecting AXA Financial and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) disruption in the financial markets and general economic conditions, particularly in light of the recent financial crisis; (ii) equity market declines and volatility causing, among other things, a reduction in the demand for our subsidiaries products, a reduction in the revenue derived by our subsidiaries from asset-based fees, a reduction in the value of securities held for investment, including the investment in AllianceBernstein, an acceleration in DAC and VOBA amortization and an increase in the liabilities related to annuity contracts offering enhanced guarantee features, which may lead to changes in the fair value of our GMIB reinsurance contracts, causing our earnings to be volatile; (iii) changes in interest rates causing, among other things, a reduction in our portfolio earnings, a reduction in the margins on interest sensitive annuity and life insurance contracts and an increase in the reserve requirements for such products, and a reduction in the demand for the types of products offered by our subsidiaries; (iv) ineffectiveness of our reinsurance and hedging programs to protect against the full extent of the exposure or loss we seek to mitigate; (v) changes to statutory reserves and/or risk based capital requirements; (vi) AXA Financial’s reliance on dividends and distributions from its subsidiaries and borrowings from third parties and AXA for most of its liquidity and capital needs; (vii) the applicable regulatory restrictions on the ability of its subsidiaries to pay such dividends or distributions; (viii) liquidity of certain investments; (ix) investment losses and defaults, and changes to investment valuations; (x) changes in assumptions related to deferred policy acquisition costs, valuation of business acquired or goodwill; (xi) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates or market returns and the assumptions used in pricing products, establishing liabilities and reserves or for other purposes; (xii) counterparty non-performance; (xiii) changes in our insurance companies’ claims-paying or credit ratings; (xiv) adverse determinations in litigation or regulatory matters; (xv) regulatory or legislative changes, including government actions in response to the stress experienced by the global financial markets; (xvi) changes in tax law; (xvii) heightened competition, including with respect to pricing, entry of new competitors, consolidation of distributors, the development of new products by new and existing competitors and for personnel; (xviii) changes in statutory reserve requirements; (xix) changes in accounting standards, practices and/or policies; (xx) the effects of business disruption or economic contraction due to terrorism, other hostilities, pandemics, or natural or man-made catastrophes; (xxi) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (xxii) the perception of our brand and reputation in the marketplace; (xxiii) the impact on our subsidiaries’ businesses resulting from changes in the demographics of their client base, as baby-boomers move from the asset-accumulation to the asset-distribution stage of life; (xxiv) the impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including our ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions; (xxv) significant changes in securities market valuations affecting fee income, poor investment performance resulting in a loss of clients or other factors affecting the performance of AllianceBernstein; and (xxvi) other risks and uncertainties described from time to time in AXA Financial’s filings with the SEC.

AXA Financial does not intend, and is under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2010 and elsewhere in this report for discussion of certain risks relating to its businesses.

PART I FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements

AXA FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	June 30,		December 31,
	2011		2010

ASSETS	(In Millions)
Investments:
Fixed maturities available for sale, at fair value	$	43,131	$	41,798
Mortgage loans on real estate		5,289		4,826
Equity real estate, held for the production of income		493		540
Policy loans		4,906		4,930
Other equity investments		1,957		1,727
Trading securities		3,051		2,990
Other invested assets		1,984		1,863
Total investments		60,811		58,674
Cash and cash equivalents		4,246		4,436
Cash and securities segregated, at fair value		1,015		1,110
Broker-dealer related receivables		1,415		1,389
Deferred policy acquisition costs		8,583		8,682
Goodwill and other intangible assets, net		5,273		5,282
Value of business acquired		368		384
Amounts due from reinsurers		4,219		4,293
Loans to affiliates		1,278		1,280
Other assets		4,103		4,262
Separate Accounts’ assets		97,007		94,125

Total Assets	$	188,318	$	183,917

LIABILITIES
Policyholders’ account balances	$	28,307	$	27,900
Future policy benefits and other policyholders liabilities		27,639		27,559
Broker-dealer related payables		3,120		2,962
Customers related payables		1,420		1,770
Short-term and long-term debt		1,476		1,454
Loans from affiliates		5,168		5,376
Income taxes payable		1,987		1,687
Other liabilities		6,949		6,291
Separate Accounts’ liabilities		97,007		94,125
Total liabilities		173,073		169,124

Commitments and contingent liabilities (Note 10)

AXA FINANCIAL, INC.
CONSOLIDATED BALANCE SHEETS - CONTINUED
(UNAUDITED)

	June 30,				December 31,
	2011				2010

EQUITY	(In Millions)
AXA Financial, Inc. equity:
Common stock, $.01 par value, 2,000 million shares authorized,
436.2 million shares issued and outstanding		$	4			$	4
Capital in excess of par value			706				685
Retained earnings			11,823				11,456
Accumulated other comprehensive income (loss)			(604	)			(764	)
Treasury shares, at cost			(17	)			(23	)
Total AXA Financial, Inc. equity			11,912				11,358
Noncontrolling interest			3,333				3,435
Total equity			15,245				14,793
Total Liabilities and Equity		$	188,318			$	183,917


See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(UNAUDITED)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010

	(In Millions)
REVENUES
Universal life and investment-type product policy fee income	$	862		$	813		$	1,809		$	1,588
Premiums		378			383			771			773
Net investment income (loss):
Investment income (loss) from derivative instruments		560			3,141			(315	)		2,804
Other investment income (loss)		849			816			1,648			1,600
Total net investment income (loss)		1,409			3,957			1,333			4,404
Investment gains (losses), net:
Total other-than-temporary impairment losses		(25	)		(52	)		(25	)		(96	)
Portion of loss recognized in other comprehensive income (loss)		1			3			1			6
Net impairment losses recognized		(24	)		(49	)		(24	)		(90	)
Other investment gains (losses), net		(4	)		3			(5	)		27
Total investment gains (losses), net		(28	)		(46	)		(29	)		(63	)
Commissions, fees and other income		1,023			926			2,069			1,894
Increase (decrease) in fair value of reinsurance contracts		134			622			(67	)		586
Total revenues		3,778			6,655			5,886			9,182

BENEFITS AND OTHER DEDUCTIONS
Policyholders' benefits		947			1,499			1,734			2,401
Interest credited to policyholders' account balances		278			247			549			512
Compensation and benefits		604			559			1,208			1,177
Commissions		274			238			528			459
Distribution related payments		78			71			153			138
Amortization of deferred sales commissions		10			12			20			24
Interest expense		84			93			168			188
Amortization of deferred policy acquisition costs
and value of business acquired		287			1,170			559			1,103
Capitalization of deferred policy acquisition costs		(256	)		(236	)		(486	)		(455	)
Rent expense		69			65			139			137
Amortization of other intangible assets		10			10			20			20
Other operating costs and expenses		343			288			659			570
Total benefits and other deductions		2,728			4,016			5,251			6,274

Earnings (loss) from continuing operations, before income taxes		1,050			2,639			635			2,908
Income tax (expense) benefit		(329	)		(890	)		(159	)		(812	)

Net earnings (loss)		721			1,749			476			2,096
Less: net (earnings) loss attributable to the noncontrolling interest		(49	)		(43	)		(109	)		(103	)

Net Earnings (Loss) Attributable to AXA Financial, Inc.	$	672		$	1,706		$	367		$	1,993



See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF EQUITY
SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(UNAUDITED)
	2011			2010

	(In Millions)
EQUITY
AXA Financial, Inc. Equity:
Common stock, at par value, beginning of year and end of period	$	4		$	4

Capital in excess of par value, beginning of year		685			649
Changes in capital in excess of par value		21			20
Capital in excess of par value, end of period		706			669

Retained earnings, beginning of year		11,456			11,401
Net earnings (loss)		367			1,993
Retained earnings, end of period		11,823			13,394

Accumulated other comprehensive income (loss), beginning of year		(764	)		(1,347	)
Other comprehensive income (loss)		160			575
Accumulated other comprehensive income (loss), end of period		(604	)		(772	)

Treasury shares at cost, beginning of year		(23	)		(34	)
Changes in treasury shares		6			10
Treasury shares at cost, end of period		(17	)		(24	)

Total AXA Financial, Inc. equity, end of period		11,912			13,271

Noncontrolling interest, beginning of year		3,435			3,568
Purchase of AllianceBernstein Units by noncontrolling interest		1			4
Repurchase of AllianceBernstein Holding units		(56	)		(48	)
Purchase of noncontrolling interest in consolidated entity		(32	)		(2	)
Net earnings (loss) attributable to noncontrolling interest		109			103
Dividends paid to noncontrolling interest		(155	)		(191	)
Other comprehensive income (loss) attributable to noncontrolling interest		10			(42	)
Other changes in noncontrolling interest		21			39

Noncontrolling interest, end of period		3,333			3,431

Total Equity, End of Period	$	15,245		$	16,702




See Notes to Consolidated Financial Statements.

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010
(UNAUDITED)

	2011			2010

	(In Millions)

Net earnings (loss)	$	476		$	2,096
Adjustments to reconcile net earnings (loss) to net cash provided
by (used in) operating activities:
Interest credited to policyholders' account balances		549			512
Universal life and investment-type product policy fee income		(1,809	)		(1,588	)
Net change in broker-dealer and customer related receivables/payables		(360	)		(29	)
(Income) loss related to derivative instruments		230			(2,413	)
Investment (gains) losses, net		29			63
Change in segregated cash and securities, net		95			40
Change in deferred policy acquisition costs and value of business acquired		73			648
Change in future policy benefits		117			777
Change in income taxes payable		189			856
Contribution to Pension Plans		(293	)		(193	)
Change in fair value of reinsurance contracts		67			(586	)
Amortization of deferred compensation		114			83
Amortization of deferred sales commission		20			24
Other depreciation and amortization		99			119
Amortization of other intangible assets		20			20
Other, net		162			(105	)

Net cash provided by (used in) operating activities		(222	)		324

Cash flows from investing activities:
Maturities and repayments of fixed maturities and
mortgage loans on real estate		2,472			1,350
Sales of investments		10,043			12,612
Purchases of investments		(14,000	)		(14,654	)
Cash settlements related to derivative instruments		(568	)		1,005
Decrease in loans to affiliates		-			500
Increase in loans to affiliates		-			(6	)
Change in short-term investments		12			24
Change in capitalized software, leasehold improvements and EDP equipment		(44	)		(26	)
Other, net		165			66

Net cash provided by (used in) investing activities		(1,920	)		871

AXA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010 - CONTINUED
(UNAUDITED)

	2011			2010

	(In Millions)

Cash flows from financing activities:
Policyholders' account balances:
Deposits	$	1,811		$	1,711
Withdrawals and transfers to Separate Accounts		(239	)		(403	)
Change in short-term financings		144			240
Repayments of long-term debt		-			(300	)
Repayment of loans from affiliates		(301	)		-
Change in securities sold under agreements to repurchase		67			416
Change in securities sold under resale agreements		(105	)		-
Change in collateralized pledged assets		205			894
Change in collateralized pledged liabilities		663			364
Repurchase of AllianceBernstein Holding Units		(101	)		(86	)
Distribution to noncontrolling interests in consolidated subsidiaries		(155	)		(191	)
Other, net		(37	)		65

Net cash provided by (used in) financing activities		1,952			2,710

Change in cash and cash equivalents		(190	)		3,905
Cash and cash equivalents, beginning of year		4,436			3,039

Cash and Cash Equivalents, End of Period	$	4,246		$	6,944

Supplemental cash flow information
Interest Paid	$	96		$	113
Income Taxes (Refunded) Paid	$	(69	)	$	(226	)


See Notes to Consolidated Financial Statements

AXA FINANCIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1)	ORGANIZATION AND BASIS OF PRESENTATION

The preparation of the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions (including normal, recurring accruals) that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. The accompanying unaudited interim consolidated financial statements reflect all adjustments necessary in the opinion of management for a fair presentation of the consolidated financial position of AXA Financial Group and its consolidated results of operations and cash flows for the periods presented. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made in the amounts presented for prior periods to conform those periods to the current presentation. These statements should be read in conjunction with the audited consolidated financial statements of AXA Financial Group for the year ended December 31, 2010. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the full year.

AllianceBernstein engages in open-market purchases of Holding units to help fund anticipated obligations under its incentive compensation award program and purchases of Holding units from employees to allow them to fulfill statutory tax withholding requirements at the time of distribution of long-term incentive compensation awards. During the second quarter and first six months of 2011, AllianceBernstein purchased 2.5 million and 4.7 million Holding units for $51 million and $101 million, respectively. These amounts reflect open-market purchases of 2.5 million and 4.6 million Holding units for $51 million and $99 million, respectively, with the remainder relating to employee tax withholding purchases, offset by Holding units purchased by employees as part of a dividend reinvestment election. AllianceBernstein intends to continue to engage in open-market purchases of Holding units, from time to time, to help fund anticipated obligations under its incentive compensation award program.

AllianceBernstein granted approximately 1.6 million and 1.7 million restricted Holding unit awards to employees during the second quarter and first six months of 2011, respectively, for retention and recruitment purposes. To fund these awards, AB Holding allocated previously repurchased Holding units that had been held in the consolidated rabbi trust. There were approximately 4.0 million unallocated Holding units remaining in the consolidated rabbi trust as of June 30, 2011. The purchase and issuance of Holding units resulted in an increase of $25 million in Capital excess of par value with a corresponding $25 million decrease in Noncontrolling interest.

At June 30, 2011 and December 31, 2010, AXA Financial Group’s economic interest in AllianceBernstein was 45.0% and 44.3%, respectively. At June 30, 2011 and December 31, 2010, respectively, AXA and its subsidiaries’ economic interest in AllianceBernstein (including AXA Financial Group) was approximately 62.5% and 61.4%.

In second quarter 2011, AllianceBernstein acquired Pyrander Capital Management LLC, an investment management company. The purchase price of this acquisition was $10 million, consisting of $6 million of cash payments and $4 million payable over the next two years.

In the first quarter of 2011, AXA sold its 50% interest in AllianceBernstein’s consolidated Australian joint venture to an unaffiliated third party as part of a larger transaction. On March 31, 2011, AllianceBernstein purchased that 50% interest from the unaffiliated third party, making this Australian entity a wholly-owned subsidiary. AllianceBernstein purchased the remaining 50% interest for $21 million. As a result, AXA Financial Group’s Noncontrolling interest decreased $26 million and AXA Financial, Inc.’s equity increased $5 million.

The terms “second quarter 2011” and “second quarter 2010” refer to the three months ended June 30, 2011 and 2010, respectively. The terms “first six months of 2011” and “first six months of 2010” refer to the six months ended June 30, 2011 and 2010, respectively.

2)	ACCOUNTING CHANGES AND NEW ACCOUNTING PRONOUNCEMENTS

Accounting Changes

In January 2010, the FASB issued new guidance for improving disclosures about fair value measurements. This guidance requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, for Level 3 fair value measurements, a reporting entity should present separately information about purchases, sales, issuances and settlements. This guidance was effective for interim and annual reporting periods ending on or after December 15, 2009 except for disclosures for Level 3 fair value measurements which was effective for the first quarter of 2011. These new disclosures have been included in the Notes to AXA Financial Group’s consolidated financial statements, as appropriate.

In 2010, the FASB issued new guidance on stock compensation. This guidance provides clarification that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades and that may be different from the functional currency of the issuer, the functional currency of the subsidiary-employer, or the payroll currency of the employee-recipient, should be considered an equity award assuming all other criteria for equity classification are met. This guidance was effective for the first quarter of 2011. Implementation of this guidance did not have a material impact on AXA Financial Group’s consolidated financial statements as it is consistent with the policies and practices currently applied by AXA Financial Group in accounting for share-based-payment awards.

New Accounting Pronouncements

In June 2011, the FASB issued new guidance to amend the existing alternatives for presenting other comprehensive income and its components in financial statements. The amendments eliminate the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. This guidance will not change the items that constitute net income and other comprehensive income, when an item of other comprehensive income must be reclassified to net income. This guidance is effective for interim and annual periods beginning after December 15, 2011. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

In May 2011, the FASB amended its guidance on fair value measurements and disclosure requirements to enhance comparability between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The changes to the existing guidance include how and when the valuation premise of highest and best use applies, the application of premiums and discounts, as well as new required disclosures. This guidance is effective for reporting periods beginning after December 15, 2011, with early adoption prohibited. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

In April 2011, the FASB amended its guidance on accounting for repurchase agreements (“repos”) and other agreements that both entitle and obligate the transferor to repurchase or redeem financial assets before their maturity. The guidance amends the criteria that indicate the transferor has maintained control over the financial assets, and thus must account for the transaction as a secured borrowing, by eliminating the criterion pertaining to the maintenance of collateral sufficient to reasonably assure completion of the transaction even in the event of default by the transferee. This guidance is effective on a prospective basis for repos and modifications of existing repos that occur in interim or annual periods beginning on or after December 15, 2011, with early adoption prohibited. Management does not expect that implementation of this guidance will change AXA Financial Group’s accounting for these repo transactions and, therefore, is not expected to have a material impact on its consolidated financial statements.

In April 2011, the FASB issued new guidance for a creditor's determination of whether a restructuring is a troubled debt restructuring (“TDR”). The new guidance provides additional guidance to creditors for evaluating whether a modification or restructuring of a receivable is a TDR. The new guidance will require creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered TDR. The financial reporting implications of being classified as a TDR are that the creditor is required to:

·	Consider the receivable impaired when calculating the allowance for credit losses; and

·	Provide additional disclosures about its troubled debt restructuring activities in accordance with the requirements of recently issued guidance on disclosures about the credit quality of financing receivables and the allowance for credit losses.

The new guidance is effective for the first interim or annual period beginning on or after June 15, 2011. Management does not expect that implementation of this guidance will have a material impact on AXA Financial Group’s consolidated financial statements.

3)	INVESTMENTS

Fixed Maturities and Equity Securities

The following table provides information relating to fixed maturities and equity securities classified as AFS:

Available-for-Sale Securities by Classification

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		OTTI
	Cost		Gains		Losses		Value		in AOCI(3)

	(In Millions)

June 30, 2011:
Fixed Maturities:
Corporate	$	28,390	$	2,083	$	80	$	30,393	$	-
U.S. Treasury, government
and agency		5,726		67		112		5,681		-
States and political subdivisions		568		20		6		582		-
Foreign governments		578		66		-		644		-
Commercial mortgage-backed		1,606		22		436		1,192		25
Residential mortgage-backed(1)		2,471		112		1		2,582		-
Asset-backed(2)		595		16		10		601		6
Redeemable preferred stock		1,487		30		61		1,456		-
Total Fixed Maturities		41,421		2,416		706		43,131		31

Equity securities		25		1		-		26		-

Total at June 30, 2011	$	41,446	$	2,417	$	706	$	43,157	$	31

December 31, 2010:
Fixed Maturities:
Corporate	$	27,963	$	1,903	$	133	$	29,733	$	-
U.S. Treasury, government
and agency		5,180		50		110		5,120		-
States and political subdivisions		586		11		20		577		-
Foreign governments		581		65		2		644		-
Commercial mortgage-backed		1,807		5		487		1,325		25
Residential mortgage-backed(1)		2,195		93		1		2,287		-
Asset-backed(2)		476		15		12		479		7
Redeemable preferred stock		1,704		24		95		1,633		-
Total Fixed Maturities		40,492		2,166		860		41,798		32

Equity securities		30		-		2		28		-

Total at December 31, 2010	$	40,522	$	2,166	$	862	$	41,826	$	32

(1)	Includes publicly traded agency pass-through securities and collateralized mortgage obligations.

(2)	Includes credit-tranched securities collateralized by sub-prime mortgages and other asset types and credit tenant loans.

(3)	Amounts represent OTTI losses in AOCI, which were not included in earnings (loss) in accordance with current accounting guidance.

At June 30, 2011 and December 31, 2010, respectively, AXA Financial had trading fixed maturities with an amortized cost of $165 million and $207 million and carrying values of $166 million and $208 million. Gross unrealized gains on trading fixed maturities were $1 million and $3 million and gross unrealized losses were $0 million and $2 million at June 30, 2011 and December 31, 2010, respectively.

The contractual maturities of AFS fixed maturities (excluding redeemable preferred stock) at June 30, 2011 are shown in the table below. Bonds not due at a single maturity date have been included in the table in the final year of maturity. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Available-for-Sale Fixed Maturities
Contractual Maturities at June 30, 2011

	Amortized Cost			Fair Value

	(In Millions)

Due in one year or less		$	4,024		$	4,094
Due in years two through five			12,758			13,646
Due in years six through ten			13,828			14,697
Due after ten years			4,652			4,863
Subtotal			35,262			37,300
Commercial mortgage-backed securities			1,606			1,192
Residential mortgage-backed securities			2,471			2,582
Asset-backed securities			595			601
Total		$	39,934		$	41,675

For the first six months of 2011 and 2010, proceeds received on sales of fixed maturities classified as AFS amounted to $366 million and $958 million, respectively. Gross gains of $7 million and $31 million and gross losses of $8 million and $30 million were realized on these sales for the first six months of 2011 and of 2010, respectively. The change in unrealized investment gains (losses) related to fixed maturities classified as AFS for the first six months of 2011 and 2010 amounted to $405 million and $1,294 million, respectively.

AXA Financial recognized OTTI on AFS fixed maturities as follows:

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2011				2010				2011				2010

	(In Millions)

Credit losses recognized in earnings (loss)		$	(24	)		$	(49	)		$	(24	)		$	(90	)
Non-credit losses recognized in OCI			(1	)			(3	)			(1	)			(6	)
Total OTTI		$	(25	)		$	(52	)		$	(25	)		$	(96	)

The following table sets forth the amount of credit loss impairments on fixed maturity securities held by the Insurance Group at the dates indicated and the corresponding changes in such amounts.

Fixed Maturities - Credit Loss Impairments

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2011				2010				2011				2010

	(In Millions)

Balances, beginning of period		$	(514	)		$	(330	)		$	(553	)		$	(292	)
Previously recognized impairments on securities that matured,
paid, prepaid or sold			1				92				40				95
Recognized impairments on securities impaired to fair value this period(1)			-				-				-				-
Impairments recognized this period on securities not previously impaired			(24	)			(35	)			(24	)			(76	)
Additional impairments this period on securities previously impaired			-				(14	)			-				(14	)
Increases due to passage of time on previously recorded credit losses			-				-				-				-
Accretion of previously recognized impairments due to increases in
expected cash flows			-				-				-				-
Balances at June 30,		$	(537	)		$	(287	)		$	(537	)		$	(287	)

(1)	Represents circumstances where the Insurance Group determined in the current period that it intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of the security’s amortized cost.

Net unrealized investment gains (losses) on fixed maturities and equity securities classified as AFS are included in the consolidated balance sheets as a component of AOCI. The table below presents these amounts as of the dates indicated:

	June 30,				December 31,
	2011				2010

	(In Millions)

AFS Securities:
Fixed maturities:
With OTTI loss		$	(9	)		$	(20	)
All other			1,719				1,326
Equity securities			1				(2	)
Net Unrealized Gains (Losses)		$	1,711			$	1,304

Changes in net unrealized investment gains (losses) recognized in AOCI include reclassification adjustments to reflect amounts realized in Net earnings (loss) for the current period that had been part of OCI in earlier periods. The tables that follow below present a rollforward of net unrealized investment gains (losses) recognized in AOCI, split between amounts related to fixed maturity securities on which an OTTI loss has been recognized, and all other:

Net Unrealized Gains (Losses) on Fixed Maturities with OTTI Losses

												AOCI Gain
	Net											(Loss) Related
	Unrealized								Deferred			to Net
	Gains								Income			Unrealized
	(Losses) on			DAC and		Policyholders			Tax Asset			Investment
	Investments			VOBA		Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, April 1, 2011	$	(8	)	$	3	$	(6	)	$	4		$	(7	)
Net investment gains (losses)
arising during the period		-			-		-			-			-
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		-			-		-			-			-
Excluded from net earnings (loss)(1)		(1	)		-		-			-			(1	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			-		-			-			-
Deferred income taxes		-			-		-			1			1
Policyholders liabilities		-			-		(1	)		-			(1	)
Balance, June 30, 2011	$	(9	)	$	3	$	(7	)	$	5		$	(8	)

Balance, April 1, 2010	$	(15	)	$	-	$	-		$	5		$	(10	)
Net investment gains (losses)
arising during the period		27			-		-			-			27
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		(14	)		-		-			-			(14	)
Excluded from Net earnings (loss)(1)		(3	)		-		-			-			(3	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			-		-			-			-
Deferred income taxes		-			-		-			(3	)		(3	)
Policyholders liabilities		-			-		(1	)		-			(1	)
Balance, June 30, 2010	$	(5	)	$	-	$	(1	)	$	2		$	(4	)

(1)

Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

													AOCI Gain
	Net												(Loss) Related
	Unrealized									Deferred			to Net
	Gains									Income			Unrealized
	(Losses) on			DAC and			Policyholders			Tax Asset			Investment
	Investments			VOBA			Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, January 1, 2011	$	(20	)	$	3		$	(2	)	$	7		$	(12	)
Net investment gains (losses)
arising during the period		12			-			-			-			12
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		-			-			-			-			-
Excluded from net earnings (loss)(1)		(1	)		-			-			-			(1	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			-			-			-			-
Deferred income taxes		-			-			-			(2	)		(2	)
Policyholders liabilities		-			-			(5	)		-			(5	)
Balance, June 30, 2011	$	(9	)	$	3		$	(7	)	$	5		$	(8	)

Balance, January 1, 2010	$	(13	)	$	6		$	(1	)	$	3		$	(5	)
Net investment gains (losses)
arising during the period		28			-			-			-			28
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		(14	)		-			-			-			(14	)
Excluded from Net earnings (loss)(1)		(6	)		-			-			-			(6	)
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			(6	)		-			-			(6	)
Deferred income taxes		-			-			-			(1	)		(1	)
Policyholders liabilities		-			-			-			-			-
Balance, June 30, 2010	$	(5	)	$	-		$	(1	)	$	2		$	(4	)

(1)

Represents “transfers in” related to the portion of OTTI losses recognized during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

All Other Net Unrealized Investment Gains (Losses) in AOCI

												AOCI Gain
	Net											(Loss) Related
	Unrealized								Deferred			to Net
	Gains								Income			Unrealized
	(Losses) on		DAC and			Policyholders			Tax Asset			Investment
	Investments		VOBA			Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, April 1, 2011	$	1,318		(159	)	$	(301	)	$	(301	)	$	557
Net investment gains (losses) arising
during the period		382		-			-			-			382
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		19		-			-			-			19
Excluded from Net earnings (loss)(1)		1		-			-			-			1
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-		(36	)		-			-			(36	)
Deferred income taxes		-		-			-			(98	)		(98	)
Policyholders liabilities		-		-			(87	)		-			(87	)
Balance, June 30, 2011	$	1,720	$	(195	)	$	(388	)	$	(399	)	$	738

Balance, April 1, 2010	$	382	$	(77	)	$	(161	)	$	(50	)	$	94
Net investment gains (losses) arising
during the period		795		-			-			-			795
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		33		-			-			-			33
Excluded from Net earnings (loss)(1)		3		-			-			-			3
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-		(19	)		-			-			(19	)
Deferred income taxes		-		-			-			(217	)		(217	)
Policyholders liabilities		-		-			(200	)		-			(200	)
Balance, June 30, 2010	$	1,213	$	(96	)	$	(361	)	$	(267	)	$	489

(1)

Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

													AOCI Gain
	Net												(Loss) Related
	Unrealized									Deferred			to Net
	Gains									Income			Unrealized
	(Losses) on			DAC and			Policyholders			Tax Asset			Investment
	Investments			VOBA			Liabilities			(Liability)			Gains (Losses)

	(In Millions)

Balance, January 1, 2011	$	1,324		$	(154	)	$	(311	)	$	(303	)	$	556
Net investment gains (losses) arising
during the period		380			-			-			-			380
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		15			-			-			-			15
Excluded from Net earnings (loss)(1)		1			-			-			-			1
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			(41	)		-			-			(41	)
Deferred income taxes		-			-			-			(96	)		(96	)
Policyholders liabilities		-			-			(77	)		-			(77	)
Balance, June 30, 2011	$	1,720		$	(195	)	$	(388	)	$	(399	)	$	738

Balance, January 1, 2010	$	(61	)	$	(31	)	$	(68	)	$	40		$	(120	)
Net investment gains (losses) arising
during the period		1,223			-			-			-			1,223
Reclassification adjustment for OTTI losses:
Included in Net earnings (loss)		45			-			-			-			45
Excluded from Net earnings (loss)(1)		6			-			-			-			6
Impact of net unrealized investment gains
(losses) on:
DAC and VOBA		-			(65	)		-			-			(65	)
Deferred income taxes		-			-			-			(307	)		(307	)
Policyholders liabilities		-			-			(293	)		-			(293	)
Balance, June 30, 2010	$	1,213		$	(96	)	$	(361	)	$	(267	)	$	489

(1)

Represents “transfers out” related to the portion of OTTI losses during the period that were not recognized in earnings (loss) for securities with no prior OTTI loss.

The following tables disclose the fair values and gross unrealized losses of the 551 issues at June 30, 2011 and the 649 issues at December 31, 2010 of fixed maturities that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the specified periods at the dates indicated:

	Less Than 12 Months					12 Months or Longer					Total
			Gross					Gross					Gross
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses

	(In Millions)
June 30, 2011:
Fixed Maturities:
Corporate	$	2,508	$	(49	)	$	322	$	(31	)	$	2,830	$	(80	)
U.S. Treasury, government
and agency		768		(52	)		200		(60	)		968		(112	)
States and political subdivisions		121		(2	)		41		(4	)		162		(6	)
Foreign governments		30		-			5		-			35		-
Commercial mortgage-backed		49		(8	)		994		(428	)		1,043		(436	)
Residential mortgage-backed		293		(1	)		1		-			294		(1	)
Asset-backed		23		-			63		(10	)		86		(10	)
Redeemable preferred stock		510		(11	)		488		(50	)		998		(61	)

Total	$	4,302	$	(123	)	$	2,114	$	(583	)	$	6,416	$	(706	)

December 31, 2010:
Fixed Maturities:
Corporate	$	2,640	$	(83	)	$	532	$	(50	)	$	3,172	$	(133	)
U.S. Treasury, government
and agency		1,818		(56	)		202		(54	)		2,020		(110	)
States and political subdivisions		283		(13	)		37		(7	)		320		(20	)
Foreign governments		79		(2	)		10		-			89		(2	)
Commercial mortgage-backed		80		(4	)		1,115		(483	)		1,195		(487	)
Residential mortgage-backed		157		-			2		(1	)		159		(1	)
Asset-backed		114		(1	)		74		(11	)		188		(12	)
Redeemable preferred stock		327		(7	)		972		(88	)		1,299		(95	)

Total	$	5,498	$	(166	)	$	2,944	$	(694	)	$	8,442	$	(860	)

The Insurance Group’s investments in fixed maturity securities do not include concentrations of credit risk of any single issuer greater than 10% of the consolidated equity of AXA Financial, other than securities of the U.S. government, U.S. government agencies, and certain securities guaranteed by the U.S. government. The Insurance Group maintains a diversified portfolio of corporate securities across industries and issuers and does not have exposure to any single issuer in excess of 0.30% of total investments. The largest exposures to a single issuer of corporate securities held at June 30, 2011 and December 31, 2010 were $180 million and $178 million, respectively. Corporate high yield securities, consisting primarily of public high yield bonds, are classified as other than investment grade by the various rating agencies, i.e., a rating below Baa3/BBB- or the NAIC designation of 3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near default). At June 30, 2011 and December 31, 2010, respectively, approximately $2,771 million and $2,919 million, or 6.7% and 7.2%, of the $41,421 million and $40,492 million aggregate amortized cost of fixed maturities held by the Insurance Group were considered to be other than investment grade. These securities had net unrealized losses of $379 million and $471 million at June 30, 2011 and December 31, 2010, respectively.

The Insurance Group does not originate, purchase or warehouse residential mortgages and is not in the mortgage servicing business. The Insurance Group’s fixed maturity investment portfolio includes RMBS backed by subprime and Alt-A residential mortgages, comprised of loans made by banks or mortgage lenders to residential borrowers with lower credit ratings. The criteria used to categorize such subprime borrowers include FICO scores, interest rates charged, debt-to-income ratios and loan-to-value ratios. Alt-A residential mortgages are mortgage loans where the risk profile falls between prime and subprime; borrowers typically have clean credit histories but the mortgage loan has an increased risk profile due to higher loan-to-value and debt-to-income ratios and/or inadequate documentation of the borrowers’ income. At June 30, 2011 and December 31, 2010, respectively, the Insurance Group owned $38 million and $42 million in RMBS backed by subprime residential mortgage loans and $15 million and $17 million in RMBS backed by Alt-A residential mortgage loans. RMBS backed by subprime and Alt-A residential mortgages are fixed income investments supporting General Account liabilities.

At June 30, 2011, the carrying value of fixed maturities that were non-income producing for the twelve months preceding that date was $42 million.

For the second quarter and first six months of 2011 and 2010, investment income is shown net of investment expenses of $26 million, $63 million, $27 million and $64 million, respectively.

At June 30, 2011 and December 31, 2010, respectively, the amortized cost of AXA Financial Group’s trading account securities was $3,118 million and $3,076 million with respective fair values of $3,051 million and $2,990 million. Included in the trading classification at June 30, 2011 and December 31, 2010, respectively, were U.S. Treasury securities with aggregate amortized costs of $2,583 million and $2,594 million and fair values of $2,516 million and $2,485 million, pledged under repurchase agreements accounted for as collateralized borrowings and reported in Broker-dealer related payables in the consolidated balance sheets. Also at June 30, 2011 and December 31, 2010, respectively, Other equity investments included the General Account’s investment in Separate Accounts which had carrying values of $51 million and $43 million and costs of $50 million and $42 million as well as other equity securities with carrying values of $26 million and $28 million and costs of $25 million and $30 million.

In second quarter and first six months of 2011 and 2010, respectively, net unrealized and realized holding gains (losses) on trading account equity securities, including earnings (losses) on the General Account’s investment in Separate Accounts, of $(5) million, $9 million, $(47) million and $(32) million, respectively, were included in Net investment income (loss) in the consolidated statements of earnings (loss).

Mortgage Loans

Mortgage loans on real estate are placed on nonaccrual status once management believes the collection of accrued interest is doubtful. Once mortgage loans on real estate are classified as nonaccrual loans, interest income is recognized under the cash basis of accounting and the resumption of the interest accrual would commence only after all past due interest has been collected or the mortgage loan on real estate has been restructured to where the collection of interest is considered likely. At June 30, 2011 and December 31, 2010, the carrying values of commercial and agricultural mortgage loans on real estate that had been classified as nonaccrual loans were $17 million and $16 million for commercial and $3 million and $3 million for agricultural, respectively.

Valuation Allowances for Mortgage Loans:

Allowance for credit losses for mortgage loans for the first six months of 2011 are as follows:

	Mortgage Loans
	Commercial			Agricultural		Total

Allowance for credit losses:	(In Millions)

Beginning balance, January 1,	$	49		$	-	$	49
Charge-offs		-			-		-
Recoveries		(1	)		-		(1	)
Provision		11			-		11
Ending balance, June 30,	$	59		$	-	$	59

Ending balance, June 30,:
Individually Evaluated for Impairment	$	59		$	-	$	59

Collectively Evaluated for Impairment	$	-		$	-	$	-

Loans Acquired with Deteriorated Credit Quality	$	-		$	-	$	-

Investment valuation allowances for mortgage loans at June 30, 2010 were $32 million.

The values used in these ratio calculations were developed as part of the periodic review of the commercial and agricultural mortgage loan portfolio, which includes an evaluation of the underlying collateral value. The following table provides information relating to the debt service coverage ratio for commercial and agricultural mortgage loans at June 30, 2011.

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios

June 30, 2011

Debt Service Coverage Ratio

Less

Total

Greater

1.8x to

1.5x to

1.2x to

1.0x to

than

Mortgage

Loan-to-Value Ratio:(2)

than 2.0x

2.0x

1.8x

1.5x

1.2x

1.0x

Loans

(In Millions)

Commercial Mortgage Loans(1)
0% - 50%		$	123	$	-	$	-	$	53	$	33	$	2	$	211
50% - 70%			151		221		625		227		97		11		1,332
70% - 90%			105		71		451		699		211		55		1,592
90% plus			60		-		84		24		580		71		819
Total Commercial
	Mortgage Loans	$	439	$	292	$	1,160	$	1,003	$	921	$	139	$	3,954

Agricultural Mortgage Loans(1)
0% - 50%		$	153	$	85	$	156	$	264	$	193	$	66	$	917
50% - 70%			54		11		134		153		87		31		470
70% - 90%			-		-		-		1		-		3		4
90% plus			-		-		-		-		3		-		3
Total Agricultural
	Mortgage Loans	$	207	$	96	$	290	$	418	$	283	$	100	$	1,394

Total Mortgage Loans(1)
0% - 50%		$	276	$	85	$	156	$	317	$	226	$	68	$	1,128
50% - 70%			205		232		759		380		184		42		1,802
70% - 90%			105		71		451		700		211		58		1,596
90% plus			60		-

AXA FINANCIAL INC 10-Q