As filed with the Securities and Exchange Commission on September 28, 2001
                                                           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 2001
                            (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) 314-4530
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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




<PAGE>

<TABLE>

<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================

     TITLE OF SECURITIES         AMOUNT TO BE   PROPOSED MAXIMUM OFFERING     PROPOSED MAXIMUM        AMOUNT OF
       TO BE REGISTERED           REGISTERED       PRICE PER SHARE (2)       AGGREGATE OFFERING    REGISTRATION FEE
                                                                                 PRICE (2)
--------------------------------------------------------------------------------------------------------------------

     <S>                           <C>                  <C>                     <C>                    <C>
     Ordinary Shares (1)           500,000              $17.36                  $8,680,000             $2,170
====================================================================================================================
</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 September 25, 2001 per ordinary share
     translated into U.S. dollars at the noon buying rate in New York City for
     cable transfers in euro as certified for customs purposes by the Federal
     Reserve Bank of New York on that date of $0.9222 per 1.00 euro.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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.



<PAGE>


                                     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,
              2000;

         (b)  AXA's Current Reports on Form 6-K furnished to the Commission on
              February 23, 2001, March 15, 2001, May 16, 2001, May 24, 2001,
              August 29, 2001, September 21, 2001 and September 24, 2001;

         (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 Exchange Act since December 31,
              2000.

         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 Securities Exchange Act of 1934, as amended (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").



<PAGE>


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.


<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 27, 2001.


                                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                   September 27, 2001
-----------------------------------                   Board (Principal
Henri de Castries                                     Executive Officer)

/s/ Gerard de La Martiniere _______                   Member of the Management                     September 27, 2001
-----------------------------------                   Board, Chief Financial
Gerard de La Martiniere                               Officer

/s/ Jacques Tabourot_______________                   Group Financial Controller                   September 27, 2001
-----------------------------------                   (Principal Accounting Officer)
Jacques Tabourot

/s/ Francoise Colloc'h_____________                   Vice Chairman of the                         September 27, 2001
-----------------------------------                   Management Board
Francoise Colloc'h


<PAGE>

/s/ Claude Tendil _________________                   Vice Chairman of the                         September 27, 2001
-----------------------------------                   Management Board
Claude Tendil

/s/ Christopher M. Condron ________                   Vice Chairman of the Management              September 27, 2001
-----------------------------------                   Board (Authorized Representative
Christopher M. Condron                                in the United 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 2001 Shareplan.

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 2001



      ------------------------------------------------------------------
      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 9, 2001. 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 9, 2001, 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 of our report dated March 15, 2001 (except for Note 25
which is dated May 9, 2001) 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, 2000.

Befec - Price Waterhouse
Member of PricewaterhouseCoopers




By:  /s/ Gerard Dantheny _______________
     -----------------------------------
     Gerard Dantheny
     Paris, France
     September 27, 2001
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As filed with the Securities and Exchange Commission on September 28, 2001
                                                           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 2001
                            (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) 314-4530
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                ---------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================

     TITLE OF SECURITIES         AMOUNT TO BE   PROPOSED MAXIMUM OFFERING     PROPOSED MAXIMUM        AMOUNT OF
       TO BE REGISTERED           REGISTERED       PRICE PER SHARE (2)       AGGREGATE OFFERING    REGISTRATION FEE
                                                                                 PRICE (2)
--------------------------------------------------------------------------------------------------------------------
Ordinary Shares (1)           500,000              $17.36                  $8,680,000             $2,170
====================================================================================================================
(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 September 25, 2001 per ordinary share
     translated into U.S. dollars at the noon buying rate in New York City for
     cable transfers in euro as certified for customs purposes by the Federal
     Reserve Bank of New York on that date of $0.9222 per 1.00 euro.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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,
              2000;

         (b)  AXA's Current Reports on Form 6-K furnished to the Commission on
              February 23, 2001, March 15, 2001, May 16, 2001, May 24, 2001,
              August 29, 2001, September 21, 2001 and September 24, 2001;

         (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 Exchange Act since December 31,
              2000.

         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 Securities Exchange Act of 1934, as amended (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 27, 2001.

                                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                   September 27, 2001
-----------------------------------                   Board (Principal
Henri de Castries                                     Executive Officer)

/s/ Gerard de La Martiniere _______                   Member of the Management                     September 27, 2001
-----------------------------------                   Board, Chief Financial
Gerard de La Martiniere                               Officer

/s/ Jacques Tabourot_______________                   Group Financial Controller                   September 27, 2001
-----------------------------------                   (Principal Accounting Officer)
Jacques Tabourot

/s/ Francoise Colloc'h_____________                   Vice Chairman of the                         September 27, 2001
-----------------------------------                   Management Board
Francoise Colloc'h
/s/ Claude Tendil _________________                   Vice Chairman of the                         September 27, 2001
-----------------------------------                   Management Board
Claude Tendil

/s/ Christopher M. Condron ________                   Vice Chairman of the Management              September 27, 2001
-----------------------------------                   Board (Authorized Representative
Christopher M. Condron                                in the United 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 2001 Shareplan.

23.1            Consent of Befec-Price Waterhouse.

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

                        DESCRIPTION OF AXA SHAREPLAN 2001

      ------------------------------------------------------------------
      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 9, 2001. 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 9, 2001, 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 of our report dated March 15, 2001 (except for Note 25
which is dated May 9, 2001) 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, 2000.

Befec - Price Waterhouse
Member of PricewaterhouseCoopers

By:  /s/ Gerard Dantheny _______________
     -----------------------------------
     Gerard Dantheny
     Paris, France
     September 27, 2001