As filed with the Securities and Exchange Commission on July 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)

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

                The AXA Financial, Inc. 1997 Stock Incentive Plan
         The Equitable Companies Incorporated 1991 Stock Incentive Plan
                            (Full Title of the Plans)

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

                             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>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                         Maximum
 Title of Securities        Amount to be           Offering         Aggregate Offering        Amount of
   to be registered        Registered (2)     Price Per Share (3)       Price (3)         Registration Fee
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                       <C>                  <C>                   <C>

 Ordinary Shares (1)         55,591,387                $16.78               $932,823,474          $85,820

-------------------------------------------------------------------------------------------------------------
</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)  AXA's Registration Statement on Form S-8 (No. 333-12944) filed with the
     Securities and Exchange Commission on December 1, 2000 registered
     20,000,000 Ordinary Shares (after a 4 for 1 stock split) under The AXA
     Financial, Inc. 1997 Stock Incentive Plan and The Equitable Companies
     Incorporated 1991 Stock Incentive Plan (the "Plans"). With this
     Registration Statement, an aggregate of 75,591,387 Ordinary Shares are
     registered for issuance pursuant to the Plans.

(3)  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 June 27, 2002 of 16.98 Euro per
     Ordinary Share translated into U.S. dollars at the noon buying rate in the
     New York for cable transfers in Euro as certified for customs purposes by
     the Federal Reserve Bank of New York on that date of $0.9885 per 1.00
     Euro.


     The contents of AXA's Registration Statement on Form S-8 (No. 333-12944)
filed with the Securities and Exchange Commission on December 1, 2000 are
incorporated herein by reference.


                                   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 July 3, 2002.

                                              AXA


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


                                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           July 3, 2002
Henri de Castries                     (Principal Executive Officer)

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

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

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


------------------------------        Member of the Management Board             July  , 2002
Francois Pierson

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

<PAGE>

                                  EXHIBIT INDEX

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

23.1              Consent of Befec-Price Waterhouse.
24                Powers of Attorney (included on the signature pages hereto).

<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 July 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
                                              July 3, 2002
[{"type": "S-8", "sequence": "1", "filename": "e4193.txt", "description": "AXA FINANCIAL OPTION PLAN", "secsgml_size_bytes": 9545}]
{"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": "333-91900", "film-number": "02696105"}, "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 July 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)

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

                The AXA Financial, Inc. 1997 Stock Incentive Plan
         The Equitable Companies Incorporated 1991 Stock Incentive Plan
                            (Full Title of the Plans)

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

                             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 (2)     Price Per Share (3)       Price (3)         Registration Fee
----------------------- --------------------- -------------------- --------------------- --------------------
Ordinary Shares (1)         55,591,387                $16.78               $932,823,474          $85,820

-------------------------------------------------------------------------------------------------------------
(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)  AXA's Registration Statement on Form S-8 (No. 333-12944) filed with the
     Securities and Exchange Commission on December 1, 2000 registered
     20,000,000 Ordinary Shares (after a 4 for 1 stock split) under The AXA
     Financial, Inc. 1997 Stock Incentive Plan and The Equitable Companies
     Incorporated 1991 Stock Incentive Plan (the "Plans"). With this
     Registration Statement, an aggregate of 75,591,387 Ordinary Shares are
     registered for issuance pursuant to the Plans.

(3)  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 June 27, 2002 of 16.98 Euro per
     Ordinary Share translated into U.S. dollars at the noon buying rate in the
     New York for cable transfers in Euro as certified for customs purposes by
     the Federal Reserve Bank of New York on that date of $0.9885 per 1.00
     Euro.

     The contents of AXA's Registration Statement on Form S-8 (No. 333-12944)
filed with the Securities and Exchange Commission on December 1, 2000 are
incorporated herein by reference.

                                   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 July 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           July 3, 2002
Henri de Castries                     (Principal Executive Officer)

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

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

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

------------------------------        Member of the Management Board             July  , 2002
Francois Pierson

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

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

23.1              Consent of Befec-Price Waterhouse.
24                Powers of Attorney (included on the signature pages hereto).
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 July 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
                                              July 3, 2002