Withdrawal and Termination Of AXA's Conditional Proposal to

                     Acquire the
 Minority Interests in AXA Asia Pacific Holdings ("AXA APH") Through a Scheme 
                            of Arrangement 
  PARIS, Oct. 17 /PRNewswire-FirstCall/ -- AXA announced that its
conditional proposal to acquire the minority interests in AXA APH through a
Scheme of Arrangement that was announced on August 6, 2004 was withdrawn and
terminated following the decision of AXA APH's Committee of Independent
Directors (the "Independent Committee") not to recommend AXA's final offer. 
Discussions with the Independent Committee regarding the acquisition of
the minority interests in AXA APH through a scheme of arrangement were
unsuccessful as a difference remained outstanding on the issue of price,
despite AXA's offer to raise the price to A$ 4.05 per share fully payable in
cash. 
On October 17, 2004, the Chairman of the AXA APH Independent Committee
informed Henri de Castries, AXA Group Chief Executive Officer, that the
Committee would not recommend this final offer. 
The commitment of the AXA Group to the Asia-Pacific region and to the
Group's subsidiaries that are based there, the confidence in the management
and staff of AXA APH, are unchanged and intact. The development of the Group's
activities in this region, where we will continue to invest significantly,
remains one of the key axes of our strategy. 
Please find attached a copy of AXA Group Chief Executive Officer letter of
October 15, 2004 to the Chairman of AXA APH's Independent Committee. 
  About AXA 
AXA Group is a worldwide leader in Financial Protection. AXA's operations
are diverse geographically, with major operations in Western Europe, North
America and the Asia/Pacific area. AXA had Euro 827 billion in assets under
management as of June 30, 2004, and reported total revenues of Euro 37 billion
and underlying earnings of Euro 1,436 million for First Half 2004. The AXA
ordinary share is listed and trades under the symbol AXA on the Paris Stock
Exchange. The AXA American Depository Share is also listed on the NYSE under
the ticker symbol AXA. 
  This press release is available on the AXA Group web site:
http://www.axa.com 
  IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS 
Certain statements contained herein are forward-looking statements
including, but not limited to, statements that are predictions of or indicate
future events, trends, plans or objectives. These statements speak only as of
the date of the particular statement. These statements are not historical
facts but instead represent our belief regarding future events many of which
are inherently uncertain and outside of our control.  Undue reliance should
not be placed on such statements because, by their nature, they are subject to
known and unknown risks and uncertainties and can be affected by other factors
that could cause actual results and AXA's plans and objectives to differ
materially from those expressed or implied in such forward-looking statements
(or from past results). These risks and uncertainties include, without
limitation, risks related to AXA's business such as the risk of future
catastrophic events, including possible future terrorist related incidents.
Please refer to AXA's Annual Report on Form 20-F for the year ended December
31, 2003 and AXA's Document de Reference for the year ended December 31, 2003,
for a description of certain important factors, risks and uncertainties that
could affect AXA's business. AXA does not undertake nor intends to undertake
any obligation to (and expressly disclaims any such obligation to) publicly
update or revise any of these forward-looking statements, whether to reflect
new information, future events or circumstances, or otherwise. 
                                Attachment 
Letter Dated October 15, 2004 from Henri De Castries, AXA Group Chief
 Executive Officer, to Rick Allert, Chairman of The Committee of Independent 
                         Directors of AXA APH 
Proposal to Acquire AXA APH Minority Interests Through a Scheme of Arrangement 


                                -- Final Price
      Dear Rick,


  As you know, on August 5, 2004, AXA made a conditional proposal to acquire
by way of a Scheme of Arrangement the minority interests in AXA APH for AUD
3.75 per AXA APH share less all dividends paid by AXA APH prior to closing of
the transaction. Our August 5 proposal contemplated that the consideration
would be paid in a combination of cash (representing 50%) and AXA ordinary
shares (representing 50%). This proposal represented a premium of
approximately 14.3% over the closing AXA APH share price on August 5, and a
premium of approximately 15.0% over the volume weighted average price for the
3 months preceding August 5. Taking account of the dividend paid by AXA APH
since August 5, the value of our proposal is approximately AUD 3.69 per AXA
APH share. 
I understand from our advisors that all substantive matters, other than
price, have now been resolved including the terms of an Implementation
Agreement for the proposed Scheme of Arrangement. 
Over the past several weeks, the Independent Committee has performed
considerable due diligence on AXA APH and worked hard to form its view on
AXA's proposal. We too have committed substantial time and resources to this
proposal and, at your request, have made substantial efforts to address the
concerns expressed by the Independent Committee with certain aspects of AXA's
initial proposal. These include changing the structure of the consideration
offered under our proposal to "all cash" in order to address your concern
about fluctuations in the AXA share price and your desire to provide AXA APH
shareholders with certainty as to the value of the consideration they would
receive under our proposal. 
We received the first indications of the Committee's view on price earlier
this week. Unfortunately, following our discussions, serious differences
remain outstanding on the issue of price. At this point we feel that we must
finalize an agreement on price or cease discussions on the proposed Scheme and
move on. 
Provided the Independent Committee unanimously recommends our Scheme
proposal, AXA is willing to increase its offer from AUD 3.69 to AUD 4.05 per
AXA APH share, fully payable in cash, subject to all necessary regulatory
approvals being obtained on conditions acceptable to AXA. We will not increase
our price above this level. 
This increased price represents a premium of approximately 25.5% over the
closing AXA APH share price on August 5 (adjusted for the dividend paid since
August 5), and a premium of approximately 26.3% over the volume weighted
average price for the 3 months preceding August 5 (adjusted for the dividend
paid since August 5). This premium compares favorably to similar transactions
in the Australian market and, as we have previously discussed, it comes on top
of the 5 year high trading prices reached by AXA APH in the weeks just prior
to our August 5 proposal. We believe many shareholders would consider this
price very attractive and would like the opportunity to evaluate our proposal. 
I would be grateful if you would inform me by 17h00 Paris time on Friday
October 22, 2004 whether the Independent Committee is ready to recommend this
Scheme proposal. In the absence of a positive response from you by that time,
AXA's Scheme proposal will be terminated and withdrawn. 
  Very truly yours, 
  Henri de Castries
  

SOURCE  AXA Group 
-0-                             10/17/2004 
/CONTACT:  Investor Relations: Matthieu Andre, +33-1-40-75-46-85, Caroline
Portel, +33-1-40-75-49-84, Marie-Flore Bachelier, +33-1-40-75-49-45, Kevin
Molloy, +1-212-314-2893, or Media Relations: Christophe Dufraux,
+33-1-40-75-46-74, Clara Rodrigo, +33-1-40-75-47-22, Rebecca Le Rouzic,
+33-1-40-75-97-35, Jeff Tolvin, +1-212-314-3740, all of AXA Group/ 
/Web site:  http://www.axa.com / 
(AXA) 
CO:  AXA Group
ST:  France
IN:  FIN
SU:  TNM
-0- Oct/17/2004 18:12 GMT
 
 
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