Page 1 of 11 Pages

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   SCHEDULE 13G

                     Under the Securities exchange Act of 1934

                             (AMENDMENT NO.1)*

                        PZENA INVESTMENT MGMT INC
             -----------------------------------------------------
                              (NAME OF ISSUER)

                                CLASS A
             -----------------------------------------------------
                       (TITLE OF CLASS OF SECURITIES)

                                 74731Q103
             -----------------------------------------------------
                              (CUSIP NUMBER)

                           December 31, 2008
             -----------------------------------------------------
            (Date of event which requires filing of this Statement)


  NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
  UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCEBERNSTEIN L.P.,
  AS INVESTMENT ADVISER. (ALLIANCEBERNSTEIN L.P. IS A MAJORITY-OWNED SUBSIDIARY
   OF AXA FINANCIAL, INC.)

    Check the appropriate box to designate the rule pursuant to which
    this Schedule is filed:

      X  Rule 13d-1(b)
         Rule 13d-1(c)
         Rule 13d-1(d)

    * 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 the disclosures provided in a prior cover page.

    The information required in 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 ('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).

                         (CONTINUED ON FOLLOWING PAGE(S))







                            No. of Shares

                       Subtotals

                       ---------------------

AXA                                                                     0

AXA Entity or Entities



AXA Financial, Inc.                                                     0

Subsidiaries:

AllianceBernstein L.P.
acquired solely for investment
purposes on behalf of client
discretionary investment advisory
accounts:


  Common Stock                                       379,412

                                                                  379,412
                                                            -------------
    Total                                                         379,412
                                                            =============

Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.

Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.

       (b) Percent of Class:                                 6.2%
                                                            =============



                                                     Page 9 of 11 Pages

                                              ITEM 4. Ownership as of
              (CONT.)
       (c) Deemed Voting Power and Disposition Power:

                         (i)         (ii)          (iii)        (iv)
                        Deemed        Deemed        Deemed       Deemed
                        to have       to have       to have      to have
                        Sole Power    Shared Power  Sole Power   Shared
Power
                        to Vote       to Vote       to Dispose   to Dispose
                        or to         or to         or to        or to
                        Direct        Direct        Direct the   Direct the
                        the Vote      the Vote      Disposition  Disposition
                        ------------  ------------  ------------ ------------
                                                     
The Mutuelles AXA,
AXA                              0             0             0             0

AXA Entity or Entities:


AXA Financial, Inc.              0             0             0             0

Subsidiaries:
------------
 AllianceBernstein         372,400             0       379,412             0

                      ------------  ------------  ------------  ------------
                           372,400             0       379,412             0
                      ============  ============  ============  ============

Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment
decisions.



                                                           Page 10 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
        If this statement is being filed to report the fact that as of the date
        hereof the reporting person has ceased to be the beneficial owner of
        more than five percent of the class of securities, check the following.
                                                           ( )

Item 6. Ownership of More than Five Percent on behalf of Another Person.  N/A

Item 7. Identification and Classification of the Subsidiary which Acquired
        the Security Being Reporting on by the Parent Holding Company:

        This Schedule 13G is being filed by AXA Financial, Inc.; AXA,
        which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group
        control AXA:

   ( )  in the Mutuelles AXAs' capacity, as a group, acting as a parent
        holding company with respect to the holdings of the following
        AXA entity or entities:

   ( )  in AXA's capacity as a parent holding company with respect
        to the holdings of the following AXA entity or entities:


   (X)  in AXA Financial, Inc.'s capacity as a parent holding company
        with respect to the holdings of the following subsidiaries:

   (X)  AllianceBernstein L.P.
        (13-3434400), an investment adviser registered under
        Section 203 of the Investment Advisers Act of 1940.


   (X)  AXA Equitable Life Insurance Company
        (13-5570651), an insurance company and an investment
        adviser  registered under Section 203 of the Investment
        Advisers Act of 1940.

                                                         Page 11 of 11 Pages

Item 8. Identification and Classification of Members of the Group.      N/A

Item 9.  Notice of Dissolution of Group:                                N/A

Item 10. Certification:

         By signing below I certify that to the best of my knowledge and
    belief, the securities referred to above were acquired in the ordinary
    course of business and were not acquired for the purpose of and do not
    have the effect of changing or influencing the control of the issuer
    of such securities and were not acquired in connection with or as a
    participant in any transaction having such purposes or effect.



         Signature

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





   Date:    February 13, 2009              AXA FINANCIAL, INC.*







                                           /s/ Alvin H. Fenichel

                                              Alvin H. Fenichel
                                            Senior Vice President
                                               and Controller






   *Pursuant to the Joint Filing Agreement with respect to Schedule 13G
    attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances
    I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement
    Schedule 13G is filed on behalf of each of them.