As filed with the Securities and Exchange Commission on September 3, 2002
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                       AXA
             (Exact name of registrant as specified in its charter)

The Republic of France                                            N/A
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                          Identification Number)

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

                     25 avenue Matignon--75008 Paris--France
                             (011 33 1) 40 75 57 00
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

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

                               AXA Shareplan 2002
                            (Full Title of the Plan)

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

                             Richard V. Silver, Esq.
                  Executive Vice President and General Counsel
                               AXA Financial, Inc.
                           1290 Avenue of the Americas
                            New York, New York 10104
                                 (212) 314-3916

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


<PAGE>




<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                      Maximum
 Title of Securities       Amount to be          Offering        Aggregate Offering       Amount of
   to be registered         Registered      Price Per Share (2)      Price (2)        Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>               <C>                    <C>
 Ordinary Shares (1)        8,000,000             $14.90            $119,200,000           $10,967
=========================================================================================================
</TABLE>

(1)  These shares may be represented by the Registrant's American Depositary
     Shares, each of which represents one Ordinary Share. American Depositary
     Shares issuable upon deposit of the securities registered hereby have been
     registered under a separate registration statement on Form F-6
     (Registration No. 333-13376).

(2)  Estimated solely for the purposes of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low prices of AXA's Ordinary Shares
     reported on the Euronext Paris on August 28, 2002 of 15.17 Euro per
     Ordinary Share translated into U.S. dollars at the noon buying rate in New
     York for cable transfers in Euro as certified for customs purposes by the
     Federal Reserve Bank of New York on that date of $0.9820 per 1.00 Euro.


Item 1. Plan information.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

     Not required to be filed with the Commission.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents are incorporated by reference herein and shall be
deemed a part hereof:

     (a)  AXA's Annual Report on Form 20-F for the year ended December 31, 2001;

     (b)  AXA's Current Reports on Form 6-K furnished to the Commission on
          February 15, 2002, March 14, 2002, June 13, 2002, August 8, 2002 and
          August 21, 2002;

     (c)  The description of AXA's Ordinary Shares and American Depositary
          Shares contained in AXA's Current Report on Form 6-K furnished to the
          Commission on November 28, 2000; and

     (d)  All other reports filed or furnished by the Registrant pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), since December 31, 2001.

     To the extent designated therein, certain Current Reports of AXA on Form
6-K, and all other documents filed by AXA pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.


<PAGE>

     Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any document filed with or furnished to the Commission
subsequently to that document and incorporated herein by reference or in any
other document filed subsequent to the date of this Registration Statement which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     AXA maintains liability insurance for its directors and officers, including
insurance against liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any Prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the Prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement.

<PAGE>

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Paris, France, on September 3, 2002.

                                             AXA


                                             By: /s/ Gerard de La Martiniere
                                                 ---------------------------
                                                 Gerard de La Martiniere
                                                 Member of the Management Board,
                                                 Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gerard de La Martiniere, as
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign on his or her behalf, individually and in any and all capacities,
including the capacities stated below, any and all amendments (including
post-effective amendments) to this registration statement, supplements to this
registration statement and any registration statements filed by the registrant
pursuant to Rule 462(b) of the Securities Act of 1933 relating thereto and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                Name                                      Title                               Date

<S>                                   <C>                                            <C>
/s/ Henri de Castries                 Chairman of the Management Board (Principal    September 3, 2002
---------------------                 Executive Officer)
Henri de Castries

/s/ Gerard de La Martiniere           Member of the Management Board                 September 3, 2002
---------------------------           (Chief Financial Officer)
Gerard de La Martiniere

/s/ Jacques Tabourot                  Group Financial Controller (Principal          September 3, 2002
--------------------                  Accounting Officer)
Jacques Tabourot

/s/ Francoise Colloc'h                Vice Chairman of the Management Board          September 3, 2002
----------------------
Francoise Colloc'h

/s/ Francois Pierson
--------------------                  Member of the Management Board                 September 3, 2002
Francois Pierson

/s/ Christopher M. Condron
--------------------------            Vice Chairman of the Management Board
Christopher M. Condron                (Authorized Representative in the United       September 3, 2002
                                      States)
</TABLE>

<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number            Description of Exhibit
-------           ----------------------

4.1               Status of AXA, as amended (incorporated by reference to
                  Exhibit 3.1 to AXA's Registration Statement on Form F-4
                  filed with the Commission on November 21, 2000 (Registration
                  No. 333-50438)).

4.2               Amended and Restated Deposit Agreement, dated as of April
                  27, 2001, among AXA, The Bank of New York and all owners
                  from time to time of American Depositary Receipts issued
                  thereunder as an Exhibit to the Company's Registration
                  Statement on Form F-6 filed on April 18, 2001 (Registration
                  No. 333-13376) and incorporated herein by reference.

4.3               Description of AXA Shareplan 2002.

23.1              Consent of Befec-Price Waterhouse.

24                Powers of Attorney (included on the signature pages hereto).


<PAGE>



                                   EXHIBIT 4.3



                        Description of AXA Shareplan 2002



      -----------------------------------------------------------------------
      Note: Set forth below is an English summary of excerpts from the
      minutes of a Meeting of Shareholders (Assemblee Generale Mixte) of AXA
      held on May 3, 2002. This English version is only a summary, and not
      a literal translation, of the French language minutes of such Meeting
      and has been prepared to comply with the requirements of the
      Securities and Exchange Commission. The English version does not
      create or evidence any obligations of the Registrant, nor does it
      create rights in any person. In event of any inconsistency between
      this English language version and the French original, the latter will
      control.
      -----------------------------------------------------------------------


At a Meeting of AXA Shareholders held in Paris, France, on May 3, 2002, the
shareholders have authorized the Management Board (directoire) of AXA to issue
shares to employees and former employees (collectively, the "Beneficiaries") of
its French and foreign subsidiaries participating in a group savings plan of
AXA. The Board's authority to issue shares will continue in effect for 26 months
from the date of the Meeting of Shareholders. The issuance of shares will be
made subject to the conditions provided for in of Article L. 225-138 of the Code
of commerce (Republic of France).

The maximum number of shares that may be issued will not exceed a nominal value
of 80 million euros.

The subscription price will be definitively established by the Management Board.

The authorization conferred on the Management Board by the shareholders to issue
shares includes the express waiver by the shareholders, in favor of the
Beneficiaries, of their preferential right to subscribe for the shares that will
be issued.

The Management Board is granted all authority to effect the foregoing including,
without limitation, the following:

     o    to determine the subscription period applicable;

     o    to fix the terms and conditions of share issuances under the plan;

     o    to take such actions as it considers necessary to effect any of the
          foregoing.


<PAGE>


                                  EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in AXA's Registration
Statement on Form S-8 to be filed September 3, 2002 of our report dated March
13, 2002 (except for Note 35 which is dated May 3, 2002) relating to the
consolidated financial statements and financial statement schedule, which
appears on Page F-1 of AXA's Annual Report on Form 20-F for the year ended
December 31, 2001.


                                             Befec - Price Waterhouse
                                             Member of PricewaterhouseCoopers


                                             By: /s/ Gerard Dantheny
                                                 --------------------
                                                 Gerard Dantheny
                                                 Paris, France
                                                 [               ], 2002
[{"type": "S-8", "sequence": "1", "filename": "e4387.txt", "description": "AXA SHAREPLAN 2002", "secsgml_size_bytes": 18433}]
{"company-data": {"conformed-name": "AXA", "cik": "0000898427", "assigned-sic": "6311", "state-of-incorporation": "I0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99083", "film-number": "02755261"}, "business-address": {"street1": "25 AVE MATIGNON", "city": "PARIS FRANCE", "state": "I0", "phone": "2125544489"}, "mail-address": {"street1": "135 WEST 50TH ST 3RD ST", "street2": "135 WEST 50TH ST 3RD ST", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "AXA UAP", "date-changed": "19970904"}}
As filed with the Securities and Exchange Commission on September 3, 2002
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                                       AXA
             (Exact name of registrant as specified in its charter)

The Republic of France                                            N/A
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                          Identification Number)

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

                     25 avenue Matignon--75008 Paris--France
                             (011 33 1) 40 75 57 00
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

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

                               AXA Shareplan 2002
                            (Full Title of the Plan)

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

                             Richard V. Silver, Esq.
                  Executive Vice President and General Counsel
                               AXA Financial, Inc.
                           1290 Avenue of the Americas
                            New York, New York 10104
                                 (212) 314-3916

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                      Maximum
 Title of Securities       Amount to be          Offering        Aggregate Offering       Amount of
   to be registered         Registered      Price Per Share (2)      Price (2)        Registration Fee
---------------------------------------------------------------------------------------------------------
Ordinary Shares (1)        8,000,000             $14.90            $119,200,000           $10,967
=========================================================================================================
(1)  These shares may be represented by the Registrant's American Depositary
     Shares, each of which represents one Ordinary Share. American Depositary
     Shares issuable upon deposit of the securities registered hereby have been
     registered under a separate registration statement on Form F-6
     (Registration No. 333-13376).

(2)  Estimated solely for the purposes of computing the amount of the
     registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low prices of AXA's Ordinary Shares
     reported on the Euronext Paris on August 28, 2002 of 15.17 Euro per
     Ordinary Share translated into U.S. dollars at the noon buying rate in New
     York for cable transfers in Euro as certified for customs purposes by the
     Federal Reserve Bank of New York on that date of $0.9820 per 1.00 Euro.

Item 1. Plan information.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

     Not required to be filed with the Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents are incorporated by reference herein and shall be
deemed a part hereof:

     (a)  AXA's Annual Report on Form 20-F for the year ended December 31, 2001;

     (b)  AXA's Current Reports on Form 6-K furnished to the Commission on
          February 15, 2002, March 14, 2002, June 13, 2002, August 8, 2002 and
          August 21, 2002;

     (c)  The description of AXA's Ordinary Shares and American Depositary
          Shares contained in AXA's Current Report on Form 6-K furnished to the
          Commission on November 28, 2000; and

     (d)  All other reports filed or furnished by the Registrant pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act"), since December 31, 2001.

     To the extent designated therein, certain Current Reports of AXA on Form
6-K, and all other documents filed by AXA pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any document filed with or furnished to the Commission
subsequently to that document and incorporated herein by reference or in any
other document filed subsequent to the date of this Registration Statement which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     AXA maintains liability insurance for its directors and officers, including
insurance against liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

     (a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any Prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the Prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange Act that are incorporated by reference in this Registration
     Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Paris, France, on September 3, 2002.

                                             AXA

                                             By: /s/ Gerard de La Martiniere
                                                 ---------------------------
                                                 Gerard de La Martiniere
                                                 Member of the Management Board,
                                                 Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gerard de La Martiniere, as
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign on his or her behalf, individually and in any and all capacities,
including the capacities stated below, any and all amendments (including
post-effective amendments) to this registration statement, supplements to this
registration statement and any registration statements filed by the registrant
pursuant to Rule 462(b) of the Securities Act of 1933 relating thereto and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                      Title                               Date
/s/ Henri de Castries                 Chairman of the Management Board (Principal    September 3, 2002
---------------------                 Executive Officer)
Henri de Castries

/s/ Gerard de La Martiniere           Member of the Management Board                 September 3, 2002
---------------------------           (Chief Financial Officer)
Gerard de La Martiniere

/s/ Jacques Tabourot                  Group Financial Controller (Principal          September 3, 2002
--------------------                  Accounting Officer)
Jacques Tabourot

/s/ Francoise Colloc'h                Vice Chairman of the Management Board          September 3, 2002
----------------------
Francoise Colloc'h

/s/ Francois Pierson
--------------------                  Member of the Management Board                 September 3, 2002
Francois Pierson

/s/ Christopher M. Condron
--------------------------            Vice Chairman of the Management Board
Christopher M. Condron                (Authorized Representative in the United       September 3, 2002
                                      States)
EXHIBIT INDEX

Exhibit
Number            Description of Exhibit
-------           ----------------------

4.1               Status of AXA, as amended (incorporated by reference to
                  Exhibit 3.1 to AXA's Registration Statement on Form F-4
                  filed with the Commission on November 21, 2000 (Registration
                  No. 333-50438)).

4.2               Amended and Restated Deposit Agreement, dated as of April
                  27, 2001, among AXA, The Bank of New York and all owners
                  from time to time of American Depositary Receipts issued
                  thereunder as an Exhibit to the Company's Registration
                  Statement on Form F-6 filed on April 18, 2001 (Registration
                  No. 333-13376) and incorporated herein by reference.

4.3               Description of AXA Shareplan 2002.

23.1              Consent of Befec-Price Waterhouse.

24                Powers of Attorney (included on the signature pages hereto).
EXHIBIT 4.3

                        Description of AXA Shareplan 2002

      -----------------------------------------------------------------------
      Note: Set forth below is an English summary of excerpts from the
      minutes of a Meeting of Shareholders (Assemblee Generale Mixte) of AXA
      held on May 3, 2002. This English version is only a summary, and not
      a literal translation, of the French language minutes of such Meeting
      and has been prepared to comply with the requirements of the
      Securities and Exchange Commission. The English version does not
      create or evidence any obligations of the Registrant, nor does it
      create rights in any person. In event of any inconsistency between
      this English language version and the French original, the latter will
      control.
      -----------------------------------------------------------------------

At a Meeting of AXA Shareholders held in Paris, France, on May 3, 2002, the
shareholders have authorized the Management Board (directoire) of AXA to issue
shares to employees and former employees (collectively, the "Beneficiaries") of
its French and foreign subsidiaries participating in a group savings plan of
AXA. The Board's authority to issue shares will continue in effect for 26 months
from the date of the Meeting of Shareholders. The issuance of shares will be
made subject to the conditions provided for in of Article L. 225-138 of the Code
of commerce (Republic of France).

The maximum number of shares that may be issued will not exceed a nominal value
of 80 million euros.

The subscription price will be definitively established by the Management Board.

The authorization conferred on the Management Board by the shareholders to issue
shares includes the express waiver by the shareholders, in favor of the
Beneficiaries, of their preferential right to subscribe for the shares that will
be issued.

The Management Board is granted all authority to effect the foregoing including,
without limitation, the following:

     o    to determine the subscription period applicable;

     o    to fix the terms and conditions of share issuances under the plan;

     o    to take such actions as it considers necessary to effect any of the
          foregoing.
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in AXA's Registration
Statement on Form S-8 to be filed September 3, 2002 of our report dated March
13, 2002 (except for Note 35 which is dated May 3, 2002) relating to the
consolidated financial statements and financial statement schedule, which
appears on Page F-1 of AXA's Annual Report on Form 20-F for the year ended
December 31, 2001.

                                             Befec - Price Waterhouse
                                             Member of PricewaterhouseCoopers

                                             By: /s/ Gerard Dantheny
                                                 --------------------
                                                 Gerard Dantheny
                                                 Paris, France
                                                 [               ], 2002