SecProbe.io

April 18, 2018
Mark Pearson
President and Chief Executive Officer
AXA Equitable Holdings, Inc.
1290 Avenue of the Americas
New York, NY 10104
Re:AXA Equitable Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 6, 2018
File No. 333-221521
Dear Mr. Pearson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2017 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
Following the settlement of this offering, AXA will continue to control us. . ., page 72
1.We note your response and revised disclosures in response to prior comment 14.  Please
also expand your risk factor to include a discussion of material consent rights granted to
AXA with respect to specific corporate and business activities.

 FirstName LastNameMark Pearson
 Comapany NameAXA Equitable Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastNameMark Pearson
AXA Equitable Holdings, Inc.
April 18, 2018
Page 2
Compensation Discussion and Analysis - EQ Named Executive Officers
Short-Term Incentive Compensation Program, page 252
2.We note your revised disclosures in response to prior comment 13.  Please disclose the
value of each pre-defined performance objective for AXA as well as the actual results
achieved for each pre-defined performance objective for both AXA and AXA Financial
R&P Operations.
Notes to Consolidated Financial Statements
1) Organization
Restatement and Revision of Prior Period Financial Statements, page F-10
3.You indicate that the errors primarily relate to errors in the calculation of policyholders’
benefit reserves and the calculation of DAC amortization for certain variable and interest
sensitive life products. Please provide us a more robust explanation of each error
including what caused it and how it was discovered.
2) Significant Accounting Policies
DAC
Amortization Policy, page F-24
4.Please provide us an analysis explaining the reasons for the fluctuation in line item
amortization of deferred policy acquisition costs, net as shown on the consolidated
statements of income (loss) for 2017 as compared to 2016 and 2016 as compared to 2015.
In your response explain the nature and amount of credits that ran through this line item
each period.
Assumption Updates and Model Changes , page F-32
5.Please tell us your accounting policy for recording these assumption updates and model
changes. Reference the authoritative literature supporting your
accounting treatment.  Provide us a discussion similar to the one in MD&A on pages 115
to 117 regarding net income attributable to Holdings that incorporates the impact of all
2017 and 2015 assumption updates and model changes. In this regard, it is not clear how
the updates and changes discussed on F-33 for 2017 are incorporated into the explanation
in the first bullet on the top of page 116 in the discussion of 2017 compared to 2016.
Similarly, it is not clear how the updates and changes discussed on F-33 for 2015 are
incorporated into the discussion on page 117 of 2016 compared to 2015 other than with
respect to that the increase in net DAC amortization of $374 million being primarily
driven by several assumption updates. It would appear that the impacts of the 2017 and
2015 assumption updates and model changes should be discussed in MD&A on the
reference pages above and throughout MD&A, as applicable, such as in the results of
operations by segment.

 FirstName LastNameMark Pearson
 Comapany NameAXA Equitable Holdings, Inc.
 June 16, 2017 Page 3
 FirstName LastName
Mark Pearson
AXA Equitable Holdings, Inc.
April 18, 2018
Page 3
            You may contact Ibolya Ignat at 202-551-3636 or Jim Rosenberg at 202-551-3679 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Peter J. Loughran